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
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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