Fintech
Mithrandir Capital Corp. Announces Update to Qualifying Transaction with PopReach Incorporated
Toronto, Ontario–(Newsfile Corp. – June 17, 2020) – Mithrandir Capital Corp. (TSXV: GMER.P) (“Mithrandir” or the “Corporation“) is pleased to announce an update to its press release dated November 12, 2019, regarding its previously announced qualifying transaction (the “Qualifying Transaction“) consisting of the acquisition of all of the issued and outstanding securities in the capital of PopReach Incorporated (“PopReach“) by way of three-cornered amalgamation pursuant to which a wholly owned subsidiary of the Corporation (“Subco“) will amalgamate with PopReach. Upon completion of the Qualifying Transaction, the Corporation will also change its name to “PopReach Corporation” (the “Resulting Issuer“).
The Corporation has substantially settled with PopReach a definitive acquisition agreement (“Definitive Agreement“) with PopReach and Subco, which includes and sets out the terms and conditions pursuant to which the parties will complete the Qualifying Transaction, on terms and conditions consistent as originally announced by the Corporation and as updated and supplemented in this press release. The parties intend to execute and deliver the Definitive Agreement prior to the filing of the Filing Statement, expected during the last week of June, 2020.
Pursuant to the Qualifying Transaction and the Definitive Agreement, the Corporation will file articles of amendment to consolidate its outstanding share capital (the “Consolidation“) on the basis of 1 post-Consolidation common share for every 8 pre-Consolidation common shares, and each PopReach shareholder will receive 7.62 post-Consolidation common shares (the “Common Shares“) for each PopReach common share (the “PopReach Shares“) held by them, for a total issuance from treasury of 48,233,937 Common Shares. In addition, each convertible, exchangeable, or exercisable security of PopReach will be exchanged for a convertible, exchangeable or exercisable security, as applicable, of the Corporation on substantially the same economic terms and conditions as the original convertible, exchangeable, or exercisable security of PopReach (with their exercise prices being divided by 7.62) resulting in the issuance of 7,744,273 warrants in respect of outstanding PopReach warrants, 5,808,314 options in respect of outstanding PopReach options and 127,358 broker warrants in respect of outstanding PopReach broker warrants.
Following completion of the Qualifying Transaction, the Corporation will have 51,983,937 Common Shares issued and outstanding. Assuming the conversion of all outstanding options, warrants and broker warrants, 66,288,882 Common Shares will be outstanding on a fully diluted basis.
As a result of the Qualifying Transaction and the reverse takeover of the Corporation by shareholders of PopReach, the current auditors of PopReach, MNP LLP, will be appointed the auditor of the Corporation and McGovern Hurley LLP will cease to be the auditor of the Corporation. To the Corporation’s knowledge, there were no “reportable events” as defined in section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations.
Independent of the Qualifying Transaction, PopReach has also completed a private placement of $2,536,870 in aggregate principal amount of 8% convertible debentures (the “2020 Convertible Debentures“), convertible at a price equal to a 20% discount to the deemed issuance price of the Common Shares, into (a) one PopReach Share and (b) one common share purchase warrant at an exercise price 50% greater than the conversion price for a period of 24 months from the closing of the Qualifying Transaction. In conjunction with the closing of the Qualifying Transaction, all such debentures, together with $950,000 in aggregate principal amount of 8% convertible debentures of PopReach previously issued, in each case together with all accrued and unpaid interest through to June 30, 2020, will be exchanged for an aggregate 7,744,273 Common Shares and 7,744,273 warrants.
Directors and Officers
As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation will be:
| Jon Walsh | Director, and Chief Executive Officer | |
| Christopher Locke | Director, President, Chief Operating Officer, and Corporate Secretary | |
| Chris Schnarr | Director, Chairman | |
| Greg Donaldson | Chief Financial Officer | |
| Ron Patterson | Director | |
| Trevor Fencott | Director |
Non-Arm’s Length Parties
The Qualifying Transaction will not constitute a Non-Arm’s Length Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the “Exchange“).
Two directors of the Corporation each hold $150,000 principal amount of 8% convertible debentures of PopReach and three directors of the Corporation hold $650,000 aggregate principal amount of the 2020 Convertible Debentures. The conversion of these instruments would not result in the creation of a “Control Person” (as such term is defined in the policies of the Exchange) of the Resulting Issuer.
In addition, four directors of PopReach collectively hold 3,000,000 common shares of the Corporation representing, in the aggregate, approximately 10% of the issued and outstanding common shares of the Corporation.
Except as otherwise described herein, none of the insiders, promoters or Control Persons of the Corporation or any of their respective associates and affiliates (before and after giving effect to the Qualifying Transaction) will have any interest in the Qualifying Transaction, other than that which arises from their holding of common shares of the Corporation.
Due to the limited involvement of the directors of the Corporation in PopReach and the limited involvement of the directors of PopReach in the Corporation, none of the Corporation’s directors is an “Insider” or “Non-Arm’s Length Party” of PopReach and none of the PopReach directors is an “Insider” or “Non-Arm’s Length Party” of the Corporation, as such terms are defined under the policies of the Exchange and applicable securities laws.
The Qualifying Transaction is not subject to approval of the shareholders of the Corporation.
Principal Securityholders of PopReach
Prior to completion of the Qualifying Transaction, to PopReach’s knowledge, no person holds more than 10% of the voting rights attached to currently-outstanding shares of PopReach other than Christopher Locke (indirectly through AD2101 Inc., an Ontario corporation, and Push Capital Limited, an Ontario corporation) with approximately 28.05%, Trevor Fencott (indirectly through Millstone Investment Limited Partnership, an Ontario limited partnership, and Push Capital Limited) with approximately 13.62%, Michael Haines (indirectly through Push Corp., an Ontario corporation, and Push Capital Limited) with approximately 14.56% and Jon Walsh (indirectly through Walsh Enterprises, an Ontario corporation, and Push Capital Limited) with approximately 14.23%. Push Capital Limited directly holds approximately 20.79% of the currently-outstanding shares of PopReach, and Push Capital Limited is equally owned by Messrs. Locke, Fencott, Haines and Walsh, each of whom is an Ontario resident.
Sponsorship
The Corporation has applied for a waiver to the requirements of TSX Venture Exchange Policy 2.2 Sponsorship and Sponsorship Requirements.
About PopReach
PopReach was incorporated on May 26, 2015 under the Business Corporations Act (Ontario). PopReach is a mobile game publisher focused on consolidating, operating and growing proven, profitable games and game franchises. Headquartered in Toronto with a live operations studio in Bangalore, India, PopReach’s current portfolio of games are played by approximately 500K daily active users. The company’s key game franchises include War of Nations, Kitchen Scramble, Gardens of Time, City Girl Life, and Smurfs’ Village.
For further information:
PopReach Incorporated
Jon Walsh
[email protected]
Mithrandir Capital Corp.
Chris Schnarr
[email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 release 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 Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position.
The forward-looking information in this news release includes disclosure about the terms of the Qualifying Transaction, the proposed structure of the Qualifying Transaction and the terms of the Definitive Agreement.
Mithrandir and PopReach made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the resulting issuer to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Mithrandir or PopReach to complete the Qualifying Transaction on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; and regulatory and other risks associated with the digital gaming industry in general. The foregoing list of material risk factors and assumptions is not exhaustive.
Mithrandir assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
(Not for distribution to US wire services or for dissemination in the United States of America)
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/58130
Fintech is on an accelerated trajectory of investment, collaboration, and innovation. This pulse tracks the most significant developments in the sector, from high-profile investments to global platform expansions. Each update in this briefing serves as a key indicator of where the industry is headed.
1. European Fintechs Face Regulatory Pressures Amid New Investment Surge
The European fintech sector finds itself at a crossroads with increasing scrutiny and rising costs due to stringent regulations. While investments continue to flow into the continent’s financial technology companies, challenges in meeting new compliance requirements, especially around data privacy and cybersecurity, create a complex landscape for scaling. This tension between opportunity and operational limitations might affect European fintechs’ growth strategies.
Source: Financial Times
2. Shopify, Slack Founders Join Peter Thiel in Fintech Investment Push
Tobi Lütke of Shopify and Stewart Butterfield of Slack, along with investor Peter Thiel, have co-invested in a new fintech initiative that aims to bolster small business access to capital. By merging technology with a streamlined funding model, this new initiative targets underserved SMBs, highlighting a broader trend of high-profile tech leaders pivoting to fintech investment. The participation of Lütke and Butterfield signals increased cross-sector collaboration in fintech, bringing expertise from e-commerce and communication technology into the financial arena.
Source: Yahoo Finance
3. Lean Technologies Raises $67.5 Million to Drive Fintech Innovation in the Middle East
Riyadh-based fintech platform Lean Technologies recently secured a $67.5 million Series B investment round, aiming to expand its operations across the Middle East. This funding reflects growing investor interest in emerging markets and the potential of Middle Eastern fintech to bridge regional gaps in financial services access. As Lean Technologies broadens its service offerings, the funding will support further technological integration and scalability across financial ecosystems in the region.
Source: Fintech Global
4. Apollo Global Management Invests in Fintech for Private Offerings Support
Apollo Global Management has taken steps to enhance its services for private offerings by investing in specialized fintech solutions. This development signifies a growing trend among private equity firms to adopt fintech as a core component in their service expansion, particularly for personalized client services. Apollo’s strategy of integrating fintech solutions into private offerings marks a strategic shift toward digitalization within traditional financial sectors.
Source: Bloomberg
5. Juniper Research Names 2025’s Future Leaders in Fintech
Juniper Research has revealed its picks for the top future leaders in fintech for 2025. This list emphasizes innovation in fields such as AI, open banking, and decentralized finance, highlighting startups that exhibit potential for reshaping industry standards. As these up-and-coming firms push the boundaries of traditional finance, they exemplify the rising tide of next-generation financial technology poised to become industry mainstays.
Source: Globe Newswire
Conclusion
The convergence of seasoned tech giants with fintech, new funding rounds for region-specific platforms, and the rise of future industry leaders underscore the momentum of the fintech sector. Each of these stories reflects a broader narrative: fintech is not only diversifying in services but also rapidly integrating into traditional finance and tech, paving the way for a transformative era.
The post Fintech Pulse: Evolving Fintech Investments and Partnerships Signal Industry Transformation appeared first on HIPTHER Alerts.
In this edition of Fintech Pulse, we delve into groundbreaking announcements from the 2024 Hong Kong Fintech Week, spotlight strategic collaborations fostering financial accessibility, and examine significant profit growth in global fintech companies. Here’s our comprehensive breakdown of the latest happenings in fintech.
1. Bairong’s Full-Scenario AI Products Showcase at Hong Kong Fintech Week
Source: PRNewswire
At the 2024 Hong Kong Fintech Week, Bairong showcased its range of AI-driven solutions designed to support the digital transformation of financial institutions. Their new “full-scenario” suite aims to enhance data analysis, financial risk management, and credit scoring. The offering underscores Bairong’s strategic vision to advance financial decision-making with AI technology that serves a variety of sectors, including banking, insurance, and asset management.
This development aligns with broader industry trends emphasizing the power of AI to bridge operational gaps in traditional finance. Bairong’s solutions promise to optimize financial workflows, identifying high-risk factors in real-time. The commitment to developing comprehensive, adaptable AI tools demonstrates Bairong’s ambition to stay at the forefront of AI-powered fintech innovations.
2. SBI and APIX Establish Innovation Hub to Propel Fintech Partnerships
Source: The Paypers
SBI Holdings, Japan’s major financial services group, recently announced the launch of an Innovation Hub in partnership with APIX to advance fintech collaboration and innovation. The hub will serve as a catalyst for startups and financial technology firms to collaborate, leveraging APIX’s open innovation platform for API exchange.
Through this hub, SBI and APIX aim to address critical technological needs in the fintech sector. Startups and established firms can collaborate on new technologies and bring forward interoperable systems for the industry. This initiative marks a new phase in fintech alliances, where regulatory support and open innovation can accelerate fintech growth on a global scale.
3. Wise’s Record Profits Point to Growing Market Dominance
Source: MSN
British fintech giant Wise reported a 55% surge in profits, driven by an expanding customer base and increased market share. The company’s cross-border payment solutions are seeing widespread adoption, as it provides individuals and businesses with affordable currency exchange options, bypassing high fees associated with traditional banks.
Wise’s success underscores the current demand for transparent, low-cost international payments. As the firm continues to focus on product expansion and market penetration, its financial trajectory showcases how fintech firms can challenge the status quo in cross-border transactions, maintaining profitability while serving a rapidly growing user base.
4. Parker Secures $20 Million Series B Funding for Fintech Data Suite
Source: Forbes
Fintech startup Parker raised $20 million in a Series B funding round, with the goal of expanding its suite of financial data tools. Parker’s product range enables small and medium enterprises (SMEs) to gather and analyze data, facilitating more informed financial decisions. This funding reflects investor confidence in the need for specialized financial data tools tailored to SMEs, a sector often underserved in financial innovation.
By addressing the needs of smaller businesses, Parker is positioning itself as a key player in the niche market of financial data, which has typically been dominated by larger corporate-focused platforms. This funding round highlights the growing trend of venture capital backing for niche fintech solutions aimed at smaller, agile businesses.
5. The Payments Group and HubPeople’s Cash Payments Initiative for Online Daters
Source: PRNewswire
The Payments Group, a digital payments solution provider, announced a collaboration with HubPeople, an online dating platform, to integrate cash payment solutions for over 100 million users globally. This partnership aims to reach users who may not have access to traditional banking or prefer alternative payment methods.
The initiative points to the broader trend of payments inclusivity in fintech, whereby payment firms are making financial transactions more accessible for underserved communities. By integrating cash payment solutions, The Payments Group and HubPeople highlight the importance of flexibility in payment options, acknowledging the diverse financial preferences of users worldwide.
Industry Implications and Observations
These stories collectively reveal several key trends and insights about the evolving fintech landscape. The focus on AI, digital collaboration hubs, profitability through transparency, specialized data tools, and inclusive payment solutions are reshaping financial services. Fintech’s current trajectory indicates a robust push towards not only digital transformation but also inclusivity and global accessibility.
As financial technology continues to innovate, these advancements illustrate the increasing overlap between technology and finance, as well as the potential for fintech to foster inclusive growth. With companies like Bairong and Wise setting benchmarks for AI and cross-border payments, respectively, and emerging startups like Parker developing new, data-centric tools, fintech’s future promises a dynamic shift towards improved service and enhanced user engagement.
The post Fintech Pulse: Industry Innovations and Partnerships Drive Global Fintech Forward appeared first on HIPTHER Alerts.
In today’s dynamic fintech landscape, developments range from notable appointments to industry conferences, global ranking achievements, and the ongoing struggle between digital innovation and traditional cash reliance. This op-ed-style daily briefing dives into key updates and their potential impacts on the fintech industry, touching on politics, corporate shifts, and emerging trends.
1. Trump’s Potential Impact on Fintech: Policy Shifts and Market Reactions
As Donald Trump continues to be a central figure in U.S. politics, his stance on financial regulations and fintech could significantly influence the sector’s future. Historically, Trump has advocated for deregulation, which benefited banks and other financial services firms. His policies were known to relax certain compliance requirements, which made it easier for fintech companies to expand.
Under Trump’s administration, fintech firms might anticipate reduced regulatory constraints, particularly for newer sectors such as crypto and online lending. This relaxed stance could lower compliance costs for startups, allowing more resources to flow into technology and product innovation. However, a deregulated environment also increases the risk of market manipulation and consumer harm, raising concerns among advocates for tighter oversight.
The question remains whether a Trump-influenced regulatory environment would favor long-term fintech innovation or lead to an environment that could increase risks for both investors and consumers. As debates continue, fintech companies may need to be agile in adjusting to potential policy changes.
Source: Forbes
2. Hong Kong’s Love for Cash: Fintech Growth Stymied by Cultural Preferences
Hong Kong’s journey toward a cashless society faces a unique cultural hurdle—its residents’ affinity for cash, particularly among taxi drivers. Despite the proliferation of digital wallets and payment platforms in Asia, cash remains king in this metropolis. The attachment to cash among certain groups, especially cab drivers, poses a significant challenge for fintech companies aiming to promote mobile and digital payments in Hong Kong.
This resistance to cashless options highlights the complexities of fintech adoption, where technology alone cannot drive transformation without aligning with user behavior. For Hong Kong, overcoming this challenge may require fintech firms to develop hybrid solutions that incorporate cash with digital functionality or offer incentives for digital adoption. Until then, Hong Kong’s fintech ambitions will remain somewhat constrained by the cultural fondness for cash.
This preference for cash also has implications for Hong Kong’s broader economy. If the city cannot shift toward digital transactions, it may fall behind other financial hubs in terms of fintech innovation and integration.
Source: Bloomberg
3. Dave Inc. Joins the KBW Fintech Conference: Setting the Stage for New Partnerships
Next week, Dave Inc. is set to participate in KBW’s annual Fintech Conference, a major industry event in New York City. Scheduled for November 14, the conference will bring together industry leaders, investors, and innovators. Dave Inc.’s involvement underscores its ongoing commitment to establishing new partnerships and tapping into emerging fintech trends.
For Dave, a prominent U.S.-based neobank, participating in high-profile conferences like this not only enhances visibility but also presents networking opportunities with potential investors and partners. The company’s growth strategy focuses on making financial services more accessible and affordable for underserved communities. With industry leaders present, the conference may foster collaborative efforts, especially in areas such as lending, personal finance, and digital banking.
The KBW Fintech Conference could provide Dave Inc. with critical insights and alliances to further its mission, potentially accelerating product innovation and geographical expansion.
Source: GlobeNewswire
4. MeridianLink’s Recognition in IDC Fintech Rankings: A Boost in Reputation
MeridianLink has recently been recognized in IDC’s Global Fintech Rankings, securing a spot in the Top 50. This accolade acknowledges the company’s commitment to digital transformation within the financial services sector, where it focuses on providing cloud-based software solutions for banks, credit unions, and financial institutions.
Being named to this prestigious list elevates MeridianLink’s reputation within the fintech community. This recognition could help MeridianLink secure more significant contracts with major financial institutions, as industry recognition often leads to increased trust among potential clients. Additionally, this placement in the IDC rankings may serve as a strategic advantage when pursuing funding and partnerships in a competitive market.
This recognition is a testament to MeridianLink’s innovation in fintech, showing how its cloud-based solutions align with industry trends toward digital-first financial services.
Source: Business Wire
5. Leadership Change at Alliant Credit Union: Navigating Transition with New Interim CEO
Alliant Credit Union has named Ken Schaafsma as the interim CEO following the departure of Dennis Devine. Schaafsma, who was previously the CFO, will guide the organization through this transitional phase as it searches for a permanent CEO. Leadership changes in financial institutions often signal shifts in strategic focus or operational adjustments, and Schaafsma’s background in finance could mean an emphasis on fiscal discipline and profitability.
As a credit union with a significant member base, Alliant’s choice of leadership may influence its approach to digital services and customer engagement. With Schaafsma’s familiarity with the organization’s financial health, his interim tenure may bring stability during this transitional period.
In an industry undergoing rapid digital transformation, Alliant Credit Union’s ability to maintain a clear strategic vision and leadership stability will be crucial in keeping pace with fintech competitors.
Source: Fintech Futures
The post Fintech Pulse: The Latest Trends and Insights Shaping Fintech appeared first on HIPTHER Alerts.
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