Fintech
Aumento Capital VII and Emerge Commerce Enter into a Letter of Intent for Proposed Reverse Takeover Transaction
Toronto, Ontario–(Newsfile Corp. – May 19, 2020) – Aumento Capital VII Corporation (TSXV: AUOC) (“Aumento“) and Emerge Commerce Inc. (“Emerge“) are pleased to announce that they have entered into a letter of intent (the “LOI“) to complete a business combination transaction (the “RTO Transaction“) that will result in the reverse take-over of Aumento by Emerge. The entity resulting from the RTO Transaction (the “Resulting Issuer“) will continue to carry on the business of Emerge. The LOI was negotiated at arm’s length and is dated May 14, 2020.
About Emerge
Emerge is a private company incorporated under the Business Corporations Act (British Columbia) headquartered in Toronto, Ontario, and has operations in the United States through its subsidiary, The Underpar Group. Emerge has developed an e-commerce network by acquiring and operating niche market leaders in the digital deals space across North America with a variety of offers on groceries, essentials, golf, online subscriptions, retailer coupons and experiences, among other categories. Emerge brands include UnderPar, WagJag, JustGolfStuff, Buytopia and Shop.ca. Emerge leverages shared technology, data, and resources of its portfolio companies through its e-commerce software solutions for increased growth and profitability of its acquired businesses. The largest shareholder of Emerge is Ghassan Halazon, resident of Toronto.
About Aumento
Aumento is a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies. Aumento intends that the RTO Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the RTO Transaction. Aumento was incorporated under the Business Corporations Act of Ontario on December 13, 2017. The common shares of Aumento (the “Aumento Shares“) are listed for trading on the TSXV under the stock symbol “AUOC.P”. Aumento has not commenced commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.
Prior to entering into the LOI, David Danziger, CEO and CFO and a director of Aumento, resigned from all of these positions and was replaced on the board by James Walker and by Roger Daher as CEO and CFO. Mr. Danziger also divested himself of all equity interests in Aumento. This was done in order to facilitate the signing of the LOI as Mr. Danziger is a partner at MNP and MNP is the auditor for Emerge.
Terms of the RTO Transaction
The RTO Transaction is expected to be completed by way of a share exchange, amalgamation or other form of business combination determined with input from the legal and tax advisors to each of Aumento and Emerge, which will result in Emerge becoming a wholly-owned subsidiary of Aumento.
Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Aumento and Emerge (the “Definitive Agreement“), the following, among other things, will be completed in connection with the RTO Transaction:
a) Aumento will consolidate its outstanding common shares on the basis of three quarters (0.75) of a post-consolidation common share for every one (1) common share of Aumento (the “Consolidation“);
b) the holders of common shares of Emerge (“Emerge Shares“) will receive common shares of the Resulting Issuer in exchange for their Emerge Shares on the basis of an exchange ratio of one (1) Aumento post-Consolidation common share for every one (1) Emerge Share issued and outstanding as at the Closing (the “Exchange Ratio“);
c) all outstanding warrants and stock options of Emerge either automatically adjust in accordance with the terms thereof such that following completion of the RTO Transaction, the holders thereof shall acquire the post-Consolidation common shares of Aumento in lieu of the common shares of Emerge adjusted to reflect the Exchange Ratio, with the exercise prices adjusted by the inverse of the Exchange Ratio, or will be replaced with equivalent convertible or exchangeable securities of Aumento entitling the holders thereof to acquire post-Consolidation common shares of Aumento in lieu of common shares of Emerge adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;
d) All outstanding convertible debentures of Emerge will either automatically adjust in accordance with the terms thereof or be exchanged for convertible debentures of Aumento on similar terms and adjusted in accordance with the Exchange Ratio and Consolidation; and
e) The management and board of directors of the Resulting Issuer will be replaced with Ghassan Halazon as a director, President and CEO, Fazal Khaishgi as COO and Jonathan Leong as CFO, together with four other nominees of Emerge to the board of directors.
The RTO Transaction constitutes an Arm’s Length Transaction under the policies of the TSXV.
A more comprehensive news release will be issued by Aumento disclosing details of the RTO Transaction, including financial information respecting Emerge and details of insiders and proposed directors and officers of the Resulting Issuer, once an agreement has been finalized and certain conditions have been met, including:
a) approval of the RTO Transaction by Aumento’s Board of Directors;
b) satisfactory completion of due diligence; and
c) execution of the Definitive agreement.
Private Placement
Following the announcement of the LOI, Emerge intends to take “commercially reasonable efforts” to complete a private placement (the “Private Placement“) of subscription receipts at a price of $0.75 per share for aggregate gross proceeds of approximately $5,000,000 (although the amount raised in such private placement may increase) through Canaccord Genuity Corp. and Gravitas Securities Inc., as joint book runners (the “Agents“). It is intended that the Agents will be paid a cash commission of 8.0% of the gross proceeds raised in respect of the Private Placement, and will also be granted broker warrants equal to 8.0% of the number of subscription receipts issued. The subscription receipts are proposed to be ultimately exchanged, upon satisfaction of certain conditions, for securities of the Resulting Issuer in connection with the RTO Transaction.
Listing
An application will be made to TSXV to list the Resulting Issuer Shares on TSXV subject to all applicable shareholder and regulatory approvals.
Finder’s Fee
No finder’s fee shall be payable by either party with respect to the Transaction.
Conditions of the RTO Transaction
Completion of the RTO Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Aumento and Emerge; (ii) receipt of all required approvals and consents relating to the RTO Transaction, including without limitation all approvals of the shareholders of Aumento and Emerge, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV’s approval for listing the Resulting Issuer Shares.
Secured Bridge Loan
On the date of the Definitive Agreement and subject to completion of the Private Placement and the prior approval of the TSXV, Aumento will advance an aggregate of $250,000 to Emerge by way of secured loan (the “Aumento Loan“). The Aumento Loan will be interest free until the earlier of closing of the RTO Transaction or the date the Definitive Agreement is terminated. Emerge will apply the proceeds of the Aumento Loan to fund the costs of the Transaction, and will be secured against the assets of Emerge or such other security as necessary to obtain such approval, but will rank behind all existing registered security of Emerge. On closing of the RTO Transaction, the Aumento Loan will be consolidated as a debt assumed by the Resulting Issuer.
Additional Information Regarding the RTO Transaction
Further details of the RTO Transaction (including business and financial information in respect of Emerge) and the Private Placement will be included in a comprehensive press release and other disclosure documents to be filed by Aumento in connection with the RTO Transaction.
To Aumento’s knowledge, at the time of entering into the LOI none of its directors, officers or significant shareholders of Aumento had any direct or indirect interest in, nor any other relationships with, Emerge or its assets.
For further information please contact:
Aumento Capital VII Corporation
Roger Daher, President
Email: [email protected]
Emerge Commerce Inc.
Ghassan Halazon, CEO
Email: [email protected]
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The statements made in this Press Release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the companies’ expectations and projections.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56083
Modern brands stake on influencer marketing, with 76% of users making a purchase after seeing a product on social media.The cryptocurrency industry is no exception to this trend. However, promoting crypto products through influencer marketing can be particularly challenging. Crypto influencers pose a significant risk to a brand’s reputation and ROI due to rampant scams. Approximately 80% of channels provide fake statistics, including followers counts and engagement metrics. Additionally, this niche is characterized by high CPMs, which can increase the risk of financial loss for brands.
In this article Nadia Bubennnikova, Head of agency Famesters, will explore the most important things to look for in crypto channels to find the perfect match for influencer marketing collaborations.
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Comments
There are several levels related to this point.
LEVEL 1
Analyze approximately 10 of the channel’s latest videos, looking through the comments to ensure they are not purchased from dubious sources. For example, such comments as “Yes sir, great video!”; “Thanks!”; “Love you man!”; “Quality content”, and others most certainly are bot-generated and should be avoided.
Just to compare:
LEVEL 2
Don’t rush to conclude that you’ve discovered the perfect crypto channel just because you’ve come across some logical comments that align with the video’s topic. This may seem controversial, but it’s important to dive deeper. When you encounter a channel with logical comments, ensure that they are unique and not duplicated under the description box. Some creators are smarter than just buying comments from the first link that Google shows you when you search “buy YouTube comments”. They generate topics, provide multiple examples, or upload lists of examples, all produced by AI. You can either manually review the comments or use a script to parse all the YouTube comments into an Excel file. Then, add a formula to highlight any duplicates.
LEVEL 3
It is also a must to check the names of the profiles that leave the comments: most of the bot-generated comments are easy to track: they will all have the usernames made of random symbols and numbers, random first and last name combinations, “Habibi”, etc. No profile pictures on all comments is also a red flag.
LEVEL 4
Another important factor to consider when assessing comment authenticity is the posting date. If all the comments were posted on the same day, it’s likely that the traffic was purchased.
2. Average views number per video
This is indeed one of the key metrics to consider when selecting an influencer for collaboration, regardless of the product type. What specific factors should we focus on?
First & foremost: the views dynamics on the channel. The most desirable type of YouTube channel in terms of views is one that maintains stable viewership across all of its videos. This stability serves as proof of an active and loyal audience genuinely interested in the creator’s content, unlike channels where views vary significantly from one video to another.
Many unauthentic crypto channels not only buy YouTube comments but also invest in increasing video views to create the impression of stability. So, what exactly should we look at in terms of views? Firstly, calculate the average number of views based on the ten latest videos. Then, compare this figure to the views of the most recent videos posted within the past week. If you notice that these new videos have nearly the same number of views as those posted a month or two ago, it’s a clear red flag. Typically, a YouTube channel experiences lower views on new videos, with the number increasing organically each day as the audience engages with the content. If you see a video posted just three days ago already garnering 30k views, matching the total views of older videos, it’s a sign of fraudulent traffic purchased to create the illusion of view stability.
3. Influencer’s channel statistics
The primary statistics of interest are region and demographic split, and sometimes the device types of the viewers.
LEVEL 1
When reviewing the shared statistics, the first step is to request a video screencast instead of a simple screenshot. This is because it takes more time to organically edit a video than a screenshot, making it harder to manipulate the statistics. If the creator refuses, step two (if only screenshots are provided) is to download them and check the file’s properties on your computer. Look for details such as whether it was created with Adobe Photoshop or the color profile, typically Adobe RGB, to determine if the screenshot has been edited.
LEVEL 2
After confirming the authenticity of the stats screenshot, it’s crucial to analyze the data. For instance, if you’re examining a channel conducted in Spanish with all videos filmed in the same language, it would raise concerns to find a significant audience from countries like India or Turkey. This discrepancy, where the audience doesn’t align with regions known for speaking the language, is a red flag.
If we’re considering an English-language crypto channel, it typically suggests an international audience, as English’s global use for quality educational content on niche topics like crypto. However, certain considerations apply. For instance, if an English-speaking channel shows a significant percentage of Polish viewers (15% to 30%) without any mention of the Polish language, it could indicate fake followers and views. However, if the channel’s creator is Polish, occasionally posts videos in Polish alongside English, and receives Polish comments, it’s important not to rush to conclusions.
Example of statistics
Wrapping up
These are the main factors to consider when selecting an influencer to promote your crypto product. Once you’ve launched the campaign, there are also some markers to show which creators did bring the authentic traffic and which used some tools to create the illusion of an active and engaged audience. While this may seem obvious, it’s still worth mentioning. After the video is posted, allow 5-7 days for it to accumulate a basic number of views, then check performance metrics such as views, clicks, click-through rate (CTR), signups, and conversion rate (CR) from clicks to signups.
If you overlooked some red flags when selecting crypto channels for your launch, you might find the following outcomes: channels with high views numbers and high CTRs, demonstrating the real interest of the audience, yet with remarkably low conversion rates. In the worst-case scenario, you might witness thousands of clicks resulting in zero to just a few signups. While this might suggest technical issues in other industries, in crypto campaigns it indicates that the creator engaged in the campaign not only bought fake views and comments but also link clicks. And this happens more often than you may realize.
Summing up, choosing the right crypto creator to promote your product is indeed a tricky job that requires a lot of resources to be put into the search process.
Author
Nadia Bubennikova, Head of agency at Famesters
The BIS, along with seven leading central banks and a cohort of private financial firms, has embarked on an ambitious venture known as Project Agorá.
Named after the Greek word for “marketplace,” this initiative stands at the forefront of exploring the potential of tokenisation to significantly enhance the operational efficiency of the monetary system worldwide.
Central to this pioneering project are the Bank of France (on behalf of the Eurosystem), the Bank of Japan, the Bank of Korea, the Bank of Mexico, the Swiss National Bank, the Bank of England, and the Federal Reserve Bank of New York. These institutions have joined forces under the banner of Project Agorá, in partnership with an extensive assembly of private financial entities convened by the Institute of International Finance (IIF).
At the heart of Project Agorá is the pursuit of integrating tokenised commercial bank deposits with tokenised wholesale central bank money within a unified, public-private programmable financial platform. By harnessing the advanced capabilities of smart contracts and programmability, the project aspires to unlock new transactional possibilities that were previously infeasible or impractical, thereby fostering novel opportunities that could benefit businesses and consumers alike.
The collaborative effort seeks to address and surmount a variety of structural inefficiencies that currently plague cross-border payments. These challenges include disparate legal, regulatory, and technical standards; varying operating hours and time zones; and the heightened complexity associated with conducting financial integrity checks (such as anti-money laundering and customer verification procedures), which are often redundantly executed across multiple stages of a single transaction due to the involvement of several intermediaries.
As a beacon of experimental and exploratory projects, the BIS Innovation Hub is committed to delivering public goods to the global central banking community through initiatives like Project Agorá. In line with this mission, the BIS will soon issue a call for expressions of interest from private financial institutions eager to contribute to this ground-breaking project. The IIF will facilitate the involvement of private sector participants, extending an invitation to regulated financial institutions representing each of the seven aforementioned currencies to partake in this transformative endeavour.
Source: fintech.globa
The post Central banks and the FinTech sector unite to change global payments space appeared first on HIPTHER Alerts.
TD Bank has inked a multi-year deal with Google Cloud as it looks to streamline the development and deployment of new products and services.
The deal will see the Canadian banking group integrate the vendor’s cloud services into a wider portion of its technology solutions portfolio, a move which TD expects will enable it “to respond quickly to changing customer expectations by rolling out new features, updates, or entirely new financial products at an accelerated pace”.
This marks an expansion of the already established relationship between TD Bank and Google Cloud after the group previously adopted the vendor’s Google Kubernetes Engine (GKE) for TD Securities Automated Trading (TDSAT), the Chicago-based subsidiary of its investment banking unit, TD Securities.
TDSAT uses GKE for process automation and quantitative modelling across fixed income markets, resulting in the development of a “data-driven research platform” capable of processing large research workloads in trading.
Dan Bosman, SVP and CIO of TD Securities, claims the infrastructure has so far supported TDSAT with “compute-intensive quantitative analysis” while expanding the subsidiary’s “trading volumes and portfolio size”.
TD’s new partnership with Google Cloud will see the group attempt to replicate the same level of success across its entire portfolio.
Source: fintechfutures.com
The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.
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