Calgary, Alberta–(Newsfile Corp. – July 27, 2020) – Quantum Blockchain Technologies Ltd. (TSXV: QBC.P) (“Quantum“) is pleased to announce that it has signed a non-binding letter of intent dated July 25, 2020 (the “LOI“) with Ocumetics Technology Corp. (“Ocumetics“), a corporation incorporated under the Business Corporations Act (British Columbia). The LOI outlines the general terms and conditions pursuant to which Quantum and Ocumetics propose to combine their respective businesses (the “Transaction“). If approved, the Transaction will constitute Quantum’s Qualifying Transaction and a Reverse Takeover under the policies of the TSX Venture Exchange (the “Exchange“). Upon closing of the transaction, the resulting issuer expects to list as a Tier 2 Life Sciences Issuer.
The Transaction is an arm’s length transaction.
The transaction will be structured as determined following a review of all relevant legal, regulatory and tax matters. The LOI contemplates Quantum and Ocumetics entering into a definitive agreement with respect to the Transaction on terms customary for transactions of this nature.
The Transaction is expected to require the security holders of Ocumetics to exchange all securities of Ocumetics for common shares of Quantum on the basis of three common shares in the share capital of Quantum for each share of Ocumetics (regardless of class) issued and outstanding at the time of the completion of the Proposed Transaction, or 78,150,000 common shares, based upon the capital of Ocumetics expected to be issued and outstanding at the time of closing. Each warrant that is issued and outstanding in the capital of Ocumetics will be exchanged for three warrants of Quantum having the same or similar terms.
The LOI provides that, concurrent with the completion of the Transaction, Quantum will complete a private placement of securities at a price per security to be determined in the context of the market and for gross proceeds of approximately $2,000,000 (the “Private Placement“). Warrants may be issued under the Private Placement.
Upon closing of the Transaction, it is estimated that the current common shareholders of Quantum will own approximately 6% of the shares of Quantum, that the former shareholders of Ocumetics will own approximately 80% and that the subscribers under the Private Placement will own 14%. These percentages will change if warrants are issued under the Private Placement.
In connection with the Transaction, it is contemplated that Quantum will change its name to a name chosen by Ocumetics and accepted by Alberta Registries and the Exchange. It is also contemplated that the board of directors of Quantum post-Transaction will consist of four directors, one of whom is to be a nominee of Quantum and three of whom shall be nominees of Ocumetics.
The LOI provides that completion of the Transaction will be subject to a number of conditions, including: the completion of the Private Placement, approval by the Quantum shareholders of the proposed name change, approval by the Ocumetics shareholders of the Transaction and approvals from the Exchange, securities regulators and third parties as may be required.
The LOI may be terminated if Quantum is not satisfied with the results of its due diligence, upon a breach of any binding provisions of the LOI, if one party can demonstrate that there exists either a circumstance or set of circumstances beyond the control of both parties that would make completion of the Transaction impossible or commercially unreasonable, or if the Transaction is not completed by December 15, 2020, unless such date is extended by the parties.
Finders’ fees may be paid in connection with the Transaction.
Quantum is a capital pool company listed for trading on the Exchange. Quantum currently has 5,500,000 common shares issued and outstanding. Quantum has also issued incentive stock options to its directors and officers to acquire up to 375,000 common shares at a price of $0.10 per share until August 29, 2023, and options to its agent under its IPO to acquire up to 300,000 common shares at a price of $0.10 per share until August 29, 2020.
As at March 31, 2020, Quantum had cash and near cash assets, net of liabilities, of approximately $245,000.
Ocumetics is a privately held Canadian research and product development company that specializes in adaptive lens designs. It is now in the pre-clinical stage of a game-changing technology for the ophthalmic industry – the Bionic Lens. The Bionic Lens is an expandable intraocular lens that fits within the natural lens compartment of the eye to completely eliminate the need for corrective lenses. It re-establishes the natural kinetics of the eye muscles to facilitate the eye’s ability to shift focus effortlessly from distance to near and very near range.
Further information relating to Ocumetics, including financial information and the proposed board nominees of Ocumetics, will be included in a subsequent press release in connection with the Transaction.
Sponsorship may be required by the Exchange unless exempt in accordance with the policies of the Exchange. Quantum is currently reviewing the requirements for sponsorship. Quantum intends to include any additional information regarding sponsorship in a subsequent press release.
All information contained in this news release with respect to Quantum and Ocumetics was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Trading of Quantum Shares
Pursuant to the policies of the TSXV, trading of the shares of Quantum has been halted on the TSXV and will remain halted until the conditions of the TSXV for the resumption of trading have been met.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Roger Jewett, CA
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.
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.
Forward Looking Statements
This press release contains forward-looking statements which reflect management’s expectations regarding future growth, results of operations, performance and business prospects of Quantum and Ocumetics. These forward-looking statements may relate to, among other things, forecasts or expectations regarding business outlook for Quantum and Ocumetics, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “guidance” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Quantum and Ocumetics. The reader is cautioned not to place undue reliance on any forward-looking information. Although such information is considered reasonable by management at the time of preparation, it may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Quantum and Ocumetics do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/60597
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
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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