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PopReach Corporation Announces Closing of Qualifying Transaction



Toronto, Ontario–(Newsfile Corp. – June 30, 2020) – PopReach Corporation, formerly Mithrandir Capital Corp. (the “Corporation“) (TSXV: GMER.P) is pleased to announce that further to its press releases dated November 12, 2019, June 17, 2020, June 18, 2020, and June 26, 2020, it has completed its qualifying transaction (the “Qualifying Transaction“) consisting of the acquisition of all of the issued and outstanding securities in the capital of PopReach Incoprorated (“PopReach“) by way of three-cornered amalgamation pursuant to which a wholly owned subsidiary of the Corporation amalgamated with PopReach. Pursuant to the Qualifying Transaction, each PopReach shareholder received 7.62 post-Consolidation (defined below) common shares in the capital of the Corporation (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 was 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 99,584 broker warrants in respect of outstanding PopReach broker warrants. Final acceptance of the Qualifying Transaction will occur upon the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (the “Exchange“).

In connection with the closing of the Qualifying Transaction, the Corporation consolidated its outstanding share capital (the “Consolidation“) on the basis of 1 post-Consolidation Common Share for every 8 pre-Consolidation Common Shares, changed its name to “PopReach Corporation” and appointed MNP LLP as the new auditors of the Corporation. To the Corporation’s knowledge, there were no “reportable events” as defined in s.4.11 of National Instrument 51-102 – Continuous Disclosure Obligations.

The Corporation received conditional approval from the Exchange on June 18, 2020 and will be delivering all documentation to the Exchange required to satisfy its listing conditions. Subject to final approval of the Exchange and the issuance by the Exchange of the Exchange of the final exchange bulletin, the Corporation will cease to be a Capital Pool Company and the Common Shares will trade on the Exchange under the symbol “POPR”, currently expected to be on or about July 8, 2020.

Following completion of the Qualifying Transaction, the Corporation has 51,983,937 Common Shares issued and outstanding. Assuming the conversion of all outstanding options, warrants and stock options, 66,288,882 Common Shares will be outstanding on a fully diluted basis.

Escrowed Securities

Pursuant to the terms of a Tier 1 Value Security Escrow Agreement dated June 30, 2020 among the Corporation, TSX Financial Trust Company, as escrow agent, and certain escrow securityholders, an aggregate of 34,642,052 Common Shares, 1,777,748 warrants, and 4,511,014 options, have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the final exchange bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such securities will be released in separate 25% tranches every six months over a period of 18 months thereafter.

Directors and Officers

As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are now:

Christopher Locke President, Chief Operating Officer, Corporate Secretary and Director
Jon Walsh Chief Executive Officer and Director
Greg Donaldson Chief Financial Officer
Chris Schnarr Director, Chairman
Ron Patterson Director
Trevor Fencott Director


Further details on the Qualifying Transaction are set out in the Corporation’s filing statement dated June 26, 2020 available under the Corporation’s profile at

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 development studio in Bangalore, 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 Corporation
Jon Walsh
[email protected]

Chris Schnarr
[email protected]

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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.


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 resumption of trading of the Corporation’s Common Shares on the Exchange and the receipt of Exchange final approval.

The Corporation 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 the Corporation to obtain Exchange final approval on the terms disclosed in this news release, or at all; refusal of the proposed directors or officers to act for any reason, including conflicts of interest; 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.

The Corporation 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


Expressions of Interest for Director of the European Bank for Reconstruction and Development




The Minister for Finance, Michael McGrath, is inviting Expressions of Interest from suitably qualified candidates to be considered as Ireland’s Director of the London-based European Bank for Reconstruction and Development (EBRD). The remunerated position of Director is an important post with a demanding workload. A full-time residential position, it is based at Bank headquarters in London.

The Minister’s nominee is expected to be appointed by the EBRD, with the agreement of Ireland’s Constituency partner countries, for a three-year term from 1 August 2024.

Minister McGrath commented:

“This is an exciting opportunity to represent Ireland (and our Constituency partners Denmark, Lithuania and Kosovo) as a Director on the Board of the European Bank for Reconstruction and Development overseeing the policy-making and governance of the Bank. The EBRD is a unique International Financial Institution supporting projects across three continents. By investing in projects which otherwise would not be fully met by the market, the EBRD promotes entrepreneurship and fosters transition towards open and sustainable market economies. I am keen to ensure our Irish representative has the ability, education, vision, and experience to make a significant contribution to the Board and brings a range of skills and diverse perspective to the deliberations of the Board.

My nominee will need high competence in economic and financial matters. Expertise can come from notable or significant achievements in the corporate or financial sector, academia, policy-focused institutions, or public service. Importantly, they will have the highest ethical standards, a strong sense of professionalism and commitment, and dedication to serving the interests of all the shareholders and be able to make themself readily available to the Board in the fulfilment of their duties.”

Expressions of interest will be accepted up to 3pm on 27th March 2024

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Council adopts regulation on instant payments





The Council adopted today a regulation that will make instant payments fully available in euro to consumers and businesses in the EU and in EEA countries.

The new rules will improve the strategic autonomy of the European economic and financial sector as they will help reduce any excessive reliance on third-country financial institutions and infrastructures. Improving the possibilities to mobilize cash-flows will bring benefits for citizens and companies and allow for innovative added value services.

The instant payments regulation will allow people to transfer money within ten seconds at any time of the day, including outside business hours, not only within the same country but also to another EU member state. The regulation takes into consideration particularities of non-euro area entities.

Payment service providers such as banks, which provide standard credit transfers in euro, will be required to offer the service of sending and receiving instant payments in euro. The charges that apply (if any) must not be higher than the charges that apply for standard credit transfers.

The new rules will come into force after a transition period that will be faster in the euro area and longer in the non-euro area, that needs more time to adjust.

The regulation grants access for payment and e-money institutions (PIEMIs) to payment systems, by changing the settlement finality Directive (SFD). As a result, these entities will be covered by the obligation to offer the service of sending and receiving instant credit transfers, after a transitional period. The regulation includes appropriate safeguards to ensure that the access of PIEMIs to payment systems doesn’t carry additional risk to the system.

Under the new rules, instant payment providers will need to verify that the beneficiary’s IBAN and name match in order to alert the payer to possible mistakes or fraud before a transaction is made. This requirement will apply to regular transfers too.

The regulation includes a review clause with a requirement for the Commission to present a report containing an evaluation of the development of credit charges.


This initiative comes in the context of the completion of the capital markets union. The capital markets union is the EU’s initiative to create a truly single market for capital across the EU. It aims to get investment and savings flowing across all member states for the benefit of citizens, businesses, and investors.

On 26 October 2022 the Commission put forward a proposal on instant payments that amends and modernises the single euro payments area (SEPA) regulation of 2012 on standard credit transfers in euro by adding to it specific provisions for instant credit transfers in euro.

Source: European Council

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FCA highlights need for enhanced competition in wholesale data markets





The FCA has unveiled the outcomes of its in-depth study into the wholesale data market, focusing on the sectors of credit ratings data, benchmarks, and market data vendor services.

Despite deciding against major regulatory actions due to the risk of unintended consequences that could affect the data’s availability and quality—a crucial resource for global investors—the FCA has pinpointed several areas where competition could be significantly improved.

The study’s revelations indicate that the current state of competition in these markets may lead to users incurring higher costs for data than would be the case in a more competitive environment. This concern is particularly pressing given the critical role that such data plays in supporting effective investment decisions across the financial sector.

In a move to address these findings, the FCA has proposed initiatives aimed at ensuring wholesale data is distributed under fair, reasonable, and transparent conditions. This approach forms a part of the regulator’s broader strategy to ‘repeal and replace’ assimilated EU law, reinforcing the UK’s status as a premier global financial hub fostering investment, innovation, and sustainable growth.

Sheldon Mills, the FCA’s Executive Director of Consumers and Competition, emphasised the importance of quality and accessible wholesale data for the efficiency of financial markets. “The quality and availability of wholesale data is integral to well-functioning wholesale financial markets,” Mills stated. He further clarified, “Our market study found that firms can access the data they need to make effective investment decisions. We do not believe the case has been made for significant interventions. However, we will examine ways to help support wholesale data being provided on fair, reasonable and transparent terms.”

In its commitment to fostering a competitive and fair marketplace, the FCA will continue to scrutinize allegations of anti-competitive behavior across all markets, including wholesale data markets, leveraging its powers under the Competition Act to address any such issues.

Source: Fintech Global


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