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Red River Capital Announces Proposed Qualifying Transaction

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Calgary, Alberta–(Newsfile Corp. – June 2, 2020) – Red River Capital Corp. (TSXV: XBT.P) (“Red River” or the “Corporation”) is pleased to announce details concerning its proposed arm’s length qualifying transaction (the “Proposed Transaction”) involving a proposed business combination with 1739001 Alberta Ltd. o/a Bitcoin Solutions (“Bitcoin Solutions”), a private company incorporated under the laws of the Province of Alberta.

Established in 2013, Bitcoin Solutions is a leading cryptocurrency ATM machine operator in Canada with a national network of Bitcoin ATMs.

Red River entered into a letter of intent with Bitcoin Solutions dated June 1, 2020, pursuant to which Red River intends to acquire all of the issued and outstanding securities of Bitcoin Solutions (the “Bitcoin Solutions Securities”), effected by way of an exempt take-over bid, share exchange or similar transaction pursuant to the terms of a definitive agreement to be entered into by Red River and Bitcoin Solutions (the “Definitive Agreement”). For convenience, Red River as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the “Resulting Issuer”.

In connection with the Proposed Transaction, it is anticipated that at least 80,000,000 Red River common shares will be issued to Bitcoin Solutions securityholders in exchange for their Bitcoin Solutions Securities. The Proposed Transaction values the Red River common shares at $0.12 per share. It is estimated that there will be at least 85.6 million common shares of the Resulting Issuer issued and outstanding immediately following closing of the Proposed Transaction, with former Red River shareholders holding approximately 5% of such common shares and former Bitcoin Solutions securityholders holding approximately 95% of such common shares.

Closing of the Proposed Transaction is not subject to a financing condition, however Bitcoin Solutions may complete an equity financing prior to the closing of the Proposed Transaction at a price of no less than $1.07 per Bitcoin Solutions share. The financing may be completed on a brokered or non-brokered basis, or a combination of the two. As of the date of this press release, no broker has been engaged by Bitcoin Solutions.

Upon completion of the Proposed Transaction, Red River will change its name to The Bitcoin Well Inc. Concurrent with the completion of the Proposed Transaction, it is expected that all directors and officers of Red River will resign and be replaced by Bitcoin Solutions nominees.

It is intended that the Proposed Transaction, when completed, will constitute the Corporation’s “Qualifying Transaction” in accordance with Policy 2.4 of the TSX Venture Exchange (the “Exchange”). A more comprehensive news release will be issued by the Corporation disclosing details of the Proposed Transaction, including financial information respecting Bitcoin Solutions, the names and backgrounds of all persons who will constitute insiders of The Bitcoin Well, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

i) approval of the Proposed Transaction by the board of directors of the Corporation;
ii) satisfactory completion of due diligence; and
iii) execution of the definitive agreement.

Shareholder approval is not required with respect to the Proposed Transaction under the rules of the Exchange. However, shareholder approval will be required to change the name of the Corporation. In the event a final agreement is not reached, the Corporation will notify shareholders. Trading in the common shares of the Corporation has been halted and is not expected to resume trading until the Proposed Transaction is completed or until the Exchange receives the requisite documentation to resume trading. If the Proposed Transaction is completed the Corporation expects to be listed on the Exchange as a technology issuer.

For further information, please contact:

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Red River Capital Corp.
Julian Klymochko – Director and Chief Executive Officer
Phone: (403) 801-2445

Advisories

As noted above, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange, if applicable, majority of the minority shareholder approval, execution of the Definitive Agreement, receipt of all other authorizations and consents. The Proposed Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction required to be filed with the securities regulatory authorities having jurisdiction over the affairs of Red River, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Red River on the Exchange should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed on the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information Cautionary Statement

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Corporation’s future performance. The use of any of the words “could”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation’s stated use of proceeds, the structure of the Proposed Transaction, the total number of Red River Shares to be issued pursuant to the Proposed Transaction and its expectation as to the resumption of trading of the Common Shares on the Exchange is forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to united states news wire services or dissemination in united states.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/57070

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Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA)

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As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.

Chime’s Quiet Step Toward Public Markets

Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.

With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.

Source: Bloomberg

ZBD’s Pioneering Achievement: EU MiCA License Approval

ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.

MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.

Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.

Source: Coindesk, PR Newswire

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The Fintech-Credit Union Synergy: A Blueprint for Innovation

The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.

This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.

Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.

Source: PYMNTS

Tackling Student Loan Debt: A Fintech’s Mission

Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.

The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.

As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.

Source: RBJ

Industry Implications and Takeaways

Today’s updates underscore several key themes shaping the fintech landscape:

  1. Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
  2. Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
  3. Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
  4. Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.

 

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SPAYZ.io prepares for iFX EXPO Dubai 2025

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Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.

SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.

Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.

“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”

Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.

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Airtm Enhances Its Board of Directors with Two Strategic Appointments

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Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.

“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”

Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.

Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.

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