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BB1 Acquisition Corp. Announces Proposed Qualifying Transaction with Cerrado Gold Inc.

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Toronto, Ontario–(Newsfile Corp. – August 4, 2020) –  BB1 Acquisition Corp. (TSXV: BBA.P) (“BB1” or the “Company”), a capital pool company, and Cerrado Gold Inc. (“Cerrado“) are pleased to announce that they have entered into a binding Letter of Intent, dated August 4, 2020 (the “LOI“), which sets forth the general terms and conditions of a proposed transaction (the “Transaction“) pursuant to which BB1 will acquire all of the issued and outstanding shares of Cerrado. The Transaction will constitute a “Qualifying Transaction” of BB1, as such term is defined in Policy 2.4 of the Corporate Finance Manual (the “Policy“) of the TSX Venture Exchange (the “TSXV“).

The LOI is to be superseded by a definitive agreement (the “Definitive Agreement“) between BB1 and Cerrado with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature. The Transaction is subject to, among other details, final approval of the TSXV and standard closing conditions, including the conditions described below.

Cerrado Gold Inc.

Cerrado is a gold mining and exploration company with assets in Argentina and Brazil. Cerrado was continued under the laws of the Province of Ontario on October 3, 2017. In Argentina, the Company owns Minera Don Nicolas, a well-established in-production gold mine. The mine commenced operations in 2017 and is targeting to produce in excess of 50,000 oz per year via a 1,000 tpd CIL plant and related facilities. In Brazil the company is exploring at its Monte do Carmo gold project in Tocantins state. The project currently has a mineral resource prepared in accordance with NI 43-101 containing 813,000 oz with significant upside expected via further exploration. The Board and management of Cerrado have a long history of success having developed numerous projects from early stage exploration through development and production.

Cerrado acquired Minera Don Nicolas (“MDN“) in March of 2020 for a purchase price of US$45MM, payable in staged payments. Cerrado paid an upfront payment of US$15MM on closing (March 16, 2020) with the remaining US$30MM payable over a 5-year period as follows: US$10 million payable 24 months following closing (March 16, 2022); US$10 million payable 48 months following closing (March 16, 2024); and US$10 million payable 60 months following closing (March 16, 2025). The operation is located in the mineral rich and prolific Deseado Massif in the province of Santa Cruz, Argentina. MDN consists of an open pit gold mine with an associated 1,000 tpd carbon in leach (CIL) gold recovery plant, targeting to produce 50-60koz/yr gold doré per annum. Current operations are focused on two mining areas, La Paloma and Martinetas, with material processed at a central plant facility. The project has significant exploration potential with a land package in excess of 273,000 ha’s.

Construction of mine and related facilities was completed in 2017 and the operations have been ramping up to full capacity during 2018 and 2019. The project currently supports 325 employees and contractors on a fly-in fly-out basis. Don Nicolas has strong local and regional backing having signed agreements with the two neighboring communities and has received strong support from the government of Santa Cruz.

The gold deposits at MDN are classified as an epithermal gold vein style of deposit typical of the region which is host to numerous large-scale gold operations. Cerrado has commenced a new exploration program to confirm the current resource base and to focus on expanding the mine life through further exploration on surface and at depth.

The Monte do Carmo (“MDC“) Gold Project is located in the state if Tocantins, Brazil, immediately east of the town of Monte do Carmo. Currently work has focused on the Serra Alta deposit, however, numerous analogs remain to be fully defined. The Monte do Carmo property consists of 11 exploration permits totaling 52,213 ha’s. The property has access to excellent local infrastructural with limited garimpeiro activity on site and strong local support from the community.

Regional investment in mineral exploration in the area, by others, is reported to have amounted to US$4.7 million from 1985 through 1995, and over US$20.0 million from 1996 to 2018 by various operators.

Cerrado acquired the MDC project from Monte Sinai Mineracao Ltda (“Monte Sinai‘) in 2017 and since then has undertaken various drilling and other exploration activities on site over the past couple of years. To date a mineral resource report prepared in accordance with NI 43-101 dated December 5, 2018 has outlined an initial mineral resource of 13.7 million tonnes grading 1.85 g/t, for contained gold of 813,000 oz. Continued exploration is planned at Serra Alta and the surrounding area with the objective to rapidly expand this mineral resource base to support a significant open pit mining operation.

The technical information contained in this news release was reviewed and approved by Robert Campbell (M.Sc., P.Geo) who is a Qualified Person (“QP“) under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“).

BB1 Capital Corp.

BB1 is a capital pool company within the meanings of the policies of the TSXV and does not have any operations and has no assets other than cash. BB1’s business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the TSXV.

The Proposed Transaction

Pre-Closing Capitalization of Cerrado

As of the date hereof, Cerrado has (a) 46,608,030 common shares issued and outstanding (the “Cerrado Shares“), (b) 4,000,000 stock options exercisable to acquire 4,000,000 Cerrado Shares the “Cerrado Options“), (c) 6,820,003 restricted stock units (“RSUs”) exercisable to acquire 6,820,003 Cerrado Shares the “Cerrado RSUs“) and (d) 2,000,000 warrants to acquire 2,000,000 Cerrado Shares (the “Cerrado Warrants“) that total 59,428,033 fully diluted shares (the Cerrado Shares, Cerrado Options and Cerrado Warrants are collectively referred to herein as the “Cerrado Securities“).

Pre-Closing Capitalization of BB1

As of the date hereof, BB1 has 15,000,000 issued and outstanding common shares (each a “BB1 Share“) and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 1,100,000 BB1 Shares at an exercise price of $0.10 per BB1 Share (collectively with the BB1 Shares, the “BB1 Securities“).

The BB1 Shares are currently listed on the TSXV under the symbol “BBA.P“. The BB1 Shares are currently halted from trading and are expected to remain halted pending the completion of the Transaction.

BB1 is expected to have a minimum cash balance of $800,000 upon closing of the transaction.

Terms of the Transaction

Under the terms of the LOI, it is anticipated that Cerrado and BB1 will enter into a business combination agreement (the “Definitive Agreement“) pursuant to which the Transaction will be completed by way of a merger, amalgamation, or other similar form of transaction, the final structure of which will be subject to receipt by the parties of relevant tax, corporate and securities law advice. The corporation resulting from the Transaction (the “Resulting Issuer“) will continue under the name ‘Cerrado Gold Inc.’, or such other name as Cerrado and BB1 may determine.

The LOI serves as an agreement in principle concerning a “Arm’s Length Qualifying Transaction” between BB1 and Cerrado that will result in a reverse takeover of BB1 by the shareholders of Cerrado. Prior to the completion of the Transaction, the BB1 Shares shall be consolidated at a ratio (the “Consolidation Ratio‘) of 8.31 pre-consolidation BB1 Shares for every 1 post-consolidation BB1 Share (each a “Post-Consolidation BB1 Share“), or such other consolidation ratio as to account for a basic market capitalization of an aggregate of $1,920,652 for the 1,805,054 post-consolidation BB1 Shares.

The Transaction will take the form of a three-cornered amalgamation whereby BB1 will acquire all of the issued and outstanding securities of Cerrado (other than Cerrado Shares held by Cerrado Shareholders who exercise their dissent rights, if applicable) in consideration for the issuance of 46,608,030 Post-Consolidation BB1 Shares, the issuance by BB1 of common share purchase warrants exercisable for up to 2,000,000 Post-Consolidation BB1 Shares, the issuance of options to acquire up to 4,000,000 Post-Consolidation BB1 Shares and the issuance of 6,820,003 RSUs on a post-consolidation basis. Post-Consolidation BB1 Shares, following completion of the Transaction, shall also be hereinafter referred to as “Resulting Issuer Shares“.

The Company will hold a special meeting (timing to be announced at a later date) of its shareholders (the “Meeting“) to approve, among other things: (i) the board of directors of the Resulting Issuer following the completion of the Transaction, (ii) the appointment of auditors of the Resulting Issuer, and (iii) the change of its name to ‘Cerrado Gold Inc.’ Further details regarding the Meeting will be contained in a management information circular which will be sent to shareholders of BB1.

Closing of the Transaction is expected to occur on or before November 30, 2020. The LOI may be terminated by either party if a definitive agreement is not entered into by October 15, 2020.

The Transaction is not a “Non-Arm’s Length Qualifying Transaction” within the meaning of Policy 2.4 of the TSXV.

Conditions of the Transaction

Completion of the proposed transaction is subject to a number of conditions including, but not limited to: (i) completion of mutually satisfactory due diligence reviews; (ii) execution of the Definitive Agreement; (iii) requisite shareholder approvals; and (iv) receipt of all requisite regulatory approvals relating to the Transaction, including, without limitation, the TSXV.

Financing

In connection with the Transaction, Cerrado will complete a “best efforts” private placement of up to 6,250,000 special warrants (the “Special Warrants“) at a price of US$0.80 per Special Warrant, for aggregate gross proceeds of up to US$5,000,000 (the “Concurrent Financing“). Haywood Securities Inc. (the “Agent“) has been engaged to act as lead agent in connection with the Concurrent Financing. Cerrado has granted the Agent an option, exercisable in whole or in part by the Agent, to sell up to an additional US$2,000,000 of Special Warrants at US$0.80 per Special Warrant.

Each Special Warrant will be exercisable by the holder thereof at any time after the date of closing of the Concurrent Financing, without payment of any additional consideration therefor, for one Cerrado Share, subject to customary adjustments. Each unexercised Special Warrant shall be deemed to be exercised for one Cerrado Share in connection with the completion of the Transaction.

In the event that the Transaction has not occurred prior to 4:00 p.m. (Toronto time on the date which is 180 days following the date of closing of the Concurrent Financing (the “Qualification Deadline“), each unexercised Special Warrant will be deemed exercised and will automatically be exchanged for 1.1 Cerrado Shares without further payment or action by the holder thereof.

Cerrado will pay the Agent a cash commission (the “Agent’s Commission“) equal to 7% of the aggregate gross proceeds of the Concurrent Financing. Cerrado will also issue compensation special warrants to the Agent (the “Compensation Warrants“) equal to 7% of the aggregate number of Special Warrants issued by the Company under the Concurrent Financing. Each Compensation Warrant may be exercised by the Agent, without payment of any additional consideration therefor and subject to adjustment, at any time after the closing of the Concurrent Financing and the earlier of (i) the completion of the Transaction; and (ii) the Qualification Deadline for one compensation option (a “Compensation Option”) entitling the Agent to purchase one Cerrado Share or Resulting Issuer Share, as the case may be, with an exercise price of $0.80 per share. The Compensation Options shall have a term of 24 months from the date of the closing of the Concurrent Financing. Each unexercised Compensation Warrant shall be automatically exchanged for one Compensation Option upon the occurrence of the Transaction, entitling the Agent to purchase that number of Resulting Issuer Shares equal to 7.0% of the aggregate number of Special Warrants issued by Cerrado. Notwithstanding the foregoing, in the event that the Transaction has not occurred prior to the Qualification Deadline, each Compensation Option will be deemed exercised, without payment of any additional consideration therefor and subject to adjustment, and will automatically be exchanged for 1.1 Compensation Options on the date which is three business days following the Qualification Deadline.

The net proceeds from the Concurrent Financing will be used to complete an Initial Preliminary Economic Assessment prepared in accordance with NI 43-101 based upon the current defined resources at MDC, complete an updated NI 43-101 mineral resource report for MDN, to undertake a new exploration drill program and associated metallurgical test work aimed at expanding the current resource and for general working capital purposes.

Sponsorship

The Transaction is subject to the sponsorship requirements of the TSXV, unless an exemption from the sponsorship requirement is available or a waiver is granted. The Company intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

Management and Insiders of the Resulting Issuer

Upon completion of the Transaction, the current directors and officers of the Company will resign (other than Mark Brennan and Stephen Shefsky) and the proposed board of directors of the Resulting Issuer will include Mark Brennan, Stephen Shefsky, Cliff Hale-Sanders, Kurt Menchen, Robert Campbell, Jad Salomão, Oscar Neto de Gouveia and Elmer Prata Salomao. It is proposed to appoint Mark Brennan as Chief Executive Officer and Co-Chairman, Cliff Hale-Sanders as President, Rohan Hazelton as Chief Financial Officer, Maria Virginia Anzola as General Counsel and Corporate Secretary, Kurt Menchen as Chief Operating Officer and Robert Campbell as Vice-President of Exploration of the Resulting Issuer. Additional details with respect to the directors and officers of the Resulting Issuer, if any, will be announced once available.

As of the date hereof, no shareholders hold a controlling interest in Cerrado other than Monte Sinai which owns 13,500,000 Cerrado Shares representing approximately 29% of the issued and outstanding Cerrado Shares, and which were issued as consideration for the acquisition by Cerrado of the MDC project. Other than Monte Sinai, the parties do not expect any persons will hold more than 10% or more of the issued and outstanding Resulting Issuer Shares upon completion of the Transaction. Jad Salomão, Oscar Neto de Gouveia and Elmer Prata Salomao are directors of both Cerrado and Monte Sinai. The officers and directors of Cerrado are Mark Brennan, Stephen Shefsky, Kurt Menchen, Robert Campbell, Jad Salomão, Oscar Neto de Gouveia, Elmer Prata Salomao, Cliff Hale-Sanders, Rohan Hazelton and Maria Virginia Anzola who together directly or indirectly own or control an aggregate of 23,018,887 Cerrado Shares, representing approximately 49% of the issued and outstanding Cerrado Shares as at the date hereof. The current ownership of the remaining interest in Cerrado consists of approximately 60 shareholders holding 23,589,143 Cerrado Shares, representing approximately 51% of the total issued and outstanding Cerrado Shares as of the date hereof. Messrs. Brennan, Shefsky, Campbell, Hale-Sanders, Hazelton and Anzola are each Canadian residents. Messrs. Menchen, Salomao, Neto de Gouveia and Salomao are each Brazilian residents. Monte Sinai is a limited liability company existing under the laws of Brazil and the shareholders of Monte Sinai are Jad Salomão, Oscar Neto de Gouveia and Oseias de Gouveia Carvalho, who is also a Brazilian resident.

Mark Brennan, a director of BB1, is also Co-Chairman and a director of Cerrado and currently owns an aggregate of 3,372,222 Cerrado Shares representing 7.24% of the issued and outstanding Cerrado Shares. Stephen Shefsky, a director of BB1, is Co-Chairman and a director of Cerrado and owns 2,708,333 Cerrado Shares representing 5.81% of the outstanding Cerrado Shares. Each of Messrs. Brennan and Shefsky is a “Non-Arm’s Length Party to the CPC” (as defined in Policy 2.4).

There are no finder’s fees payable in connection with the Transaction. All the above is as of the date hereof.

The relevant professional experience of the proposed directors and officers of the Resulting Issuer is set out below:

Management

Mark Brennan
Chief Executive Officer & Co Chairman

Mr. Brennan is currently Executive Chairman of Ascendant Resources Inc. Prior to co-founding Ascendant, he was the President and Chief Executive Officer of Sierra Metals Inc., a multi-mine polymetallic producer, from April 2015 to March 2017. He was the President and Chief Executive Officer of Largo Resources Ltd., a greenfield to production mining company, from March 2005 to March 2015. He was the co-founder of Brasoil do Brasil Exploracao Petrolifera S.A., a private oil and gas producing exploration Corporation in Brazil. In addition, he has been President of Linear Capital Corporation, a private merchant bank, since February 1998. He is a Founder and a director of James Bay Resources Limited since November 2007.

Cliff Hale-Sanders, MBA, CFA
President

Mr. Hale-Sanders is one of the founding partners in the formation of Ascendant Resources Inc. Prior to this Mr. Hale-Sanders had a career that spanned over 20 years in the capital markets industry working as a leading base metals and bulk commodities research analyst in Canada working at RBC Capital Markets, TD Securities, CIBC World Markets and Cormark Securities. During this period, Mr. Hale-Sanders visited and reviewed numerous mining operations and corporate entities around the world. Mr. Hale-Sanders holds a B.Sc. in Geology and Chemistry, an MBA from McMaster University and is a CFA Charterholder.

Rohan Hazelton, CPA, CA
Chief Financial Officer

Mr. Hazelton is a Chartered Professional Accountant with 25 years of international finance experience including 20 years in the mining sector. He was formerly Vice President, Strategy at Goldcorp Inc. where he held a variety of roles including Vice President Finance, Chief Financial Officer of Mexican Operations and Corporate Controller. He holds a B.A. in Applied Mathematics and Economics from Harvard University.

Kurt Menchen
Chief Operating Officer & Director

Mr. Menchen was formerly the President of Operations, Brazil, of Largo Resources Ltd, and has over 42 years of experience operating and managing mining projects, including over 20 years as General Manager at the Jacobina Gold project in Bahia State, Brazil. His prior experience also includes Anglo American’s Vaal Reefs underground gold mine in South Africa and De Beers Diamonds in Angola. Mr. Menchen holds a degree in mining engineering from the Federal University of Rio Grande do Sul, Brazil.

Robert Campbell
Vice President of Exploration & Director

Mr. Campbell is an exploration geologist with over 42 years experience in the mining and exploration industry through Canada, United States and Latin America. He has worked for a number of major mining companies, most notably Noranda and Lac Minerals and is currently the Vice President of Exploration for Ascendant Resources. Mr. Campbell most recently worked with Largo Resources from its inception in November 2003 to November 2018 as Vice President of Exploration. He has also held other senior management positions such as Vice President of Exploration for Apogee Minerals Ltd.

Maria Virginia Anzola
General Counsel & Corporate Secretary

Ms. Anzola has over 20 years of experience advising companies in the extraction industry. In her role as General Counsel, Ms. Anzola provides leadership and direction on all legal matters involving Cerrado and its operations. As Corporate Secretary, she is responsible for all matters relating to the Board of Directors, its committees, and the overall implementation of corporate governance best practices. Prior to joining Ascendant in 2017, Ms. Anzola served as Assistant General Counsel for Primero Mining Corp, and prior to that she served as Senior Counsel for Hudbay Minerals Inc. In addition, Ms. Anzola served as Consultant to the Tax Group of Borden Ladner Gervais LLP for over two years. Prior to moving to Canada, Ms. Anzola spent 11 years in private practice in her home country of Venezuela, mostly advising international companies engaged in the oil and gas business. Ms. Anzola has been called to the BAR in Ontario and Venezuela and has an LL.M from the University of Michigan, Ann Arbor and from Osgoode Hall Law School.

Board of Directors

Mark Brennan
Chief Executive Officer & Co-Chairman

See above under the heading, “Management”.

Stephen Shefsky
Co-Chairman

Mr. Shefsky is the Chief Executive Officer, President and a Director of James Bay Resources Limited (CSE:JBR) and Crestar Integrated Natural Resources Limited (CINL) since incorporation. Mr. Shefsky is currently Co-Chairman and Founder of Cerrado Gold, a precious metals exploration and production company in Brazil and Argentina. Mr. Shefsky is a founder and executive chairman of tilr Corporation, a leading patent pending on demand recruitment technology platform that connects companies with immediately qualified employees. Mr. Shefsky was the co-founder of Brasoil do Brasil Exploracao Petrolifera S.A., a private oil and gas producing and exploration company operating in Brazil from 2006-2017. From 1996 to August 2007, Mr. Shefsky held the positions of the President and Chief Executive Officer of Verena Minerals Corporation (TSXV:VML), a minerals exploration company with a focus on precious metal properties in Brazil (currently Belo Sun Mining Corp., (TSXV:BSX)). Mr. became the Chairman and Director of Ascendant Resources Inc. in December 2009, and is currently a Director. Mr. Shefsky has been a Director and Officer of BB1 Acquisition Corp. (TSXV:BB1.P), a capital pool company, since March, 2018. Mr. Shefsky holds a Bachelor of Arts from the University of Toronto, a Master of Science Degree in Urban Planning from Columbia University, and a Juris Doctor Degree from Pepperdine University School of law.

Cliff Hale-Sanders, MBA, CFA
President

See above under the heading, “Management”.

Elmer Prata Salomão
Director

From 1990-1995, Mr. Salomão served as General Director of Brazil’s National Department of Mineral Production, DNPM, the federal agency in charge of administration of mineral concessions and the implementation of Brazilian mining policy. Mr. Salomão is founder and now managing director of well recognized GEOS-Mining Services Ltda., originally incorporated in 1974, and is now managing director of EPS Consulting Ltda., a solely owned mining consulting company.

Kurt Menchen
Chief Operating Officer & Director

See above under the heading, “Management”.

Robert Campbell
Vice President of Exploration & Director

See above under the heading, “Management”.

Jad Salomão
Director

Mr. Salomão has 42 years of experience in mineral exploration & mining and project evaluation with both major and Junior company in Brazil and Canada. He has managed several base metals projects (in special massive sulphides and sedimentary copper), precious metals (gold, PGM), diamonds, Industrial minerals (Ilmenite) and gem (Emerald, Alexandrite) projects. He is presently a major shareholder of the company Monte Sinai Mineração Ltda., which holds the Serra Alta project. Together with his partner, Oscar Neto, Mr. Salomão founded Verena Mineração Ltda – which became a junior mining company listed in the Toronto Stock Market in Canada from 1996 through 2010 – Verena Minerals Corporation (VMC) – which is now known as Belo Sun Mining Corp. Mr. Salomão and Mr. Oscar Neto are credited with the discovery and definition of the Belo Sun Volta Grande deposit; a deposit with over 7 million ounces of gold.

Oscar Neto de Gouveia
Director

Mr. Neto worked as a field and project geologist for Billiton between 1980 to 1985 exploring for base metals in volcano-sedimentary environments in the states of Goias and Pará. He also worked for BP Minerals in the state of Rondônia as a mine geologist at the Potosi Mine, 14 de Abril and Serra da Onça Mines, directly in charge of the mining operations. He also worked as Chief Project geologist for Master Incosa Engenharia S/A in gold exploration in the state of Pará. In late 1985, working with Brazilian geologist, Jad Salomão, Neto started exploration for gold in the state of Tocantins, Brazil. In mid-1986, founded the company Verena Mineração Ltda. and started accumulating an extensive portfolio of gold in the municipalities of Porto Nacional, Natividade and Conceição, state of Tocantins, Brazil. Between 1988 and 1994, participated of several negotiations with major companies – RTZ (1989), Paranapanema (1991), Bank of Bahia (1993) and TVX (1994) – which spent close to US$5 million on these properties. In 1996, together with his partner, Jad Salomão, Mr. Neto founded Verena Mineração Ltda – which became a junior mining company listed in the Toronto Stock Market in Canada from 1996 through 2010 – Verena Minerals Corporation (VMC) – which is now known as Belo Sun Mining Corp. Mr. Neto and Mr. Salomão are credited with the discovery and definition of the Belo Sun Volta Grande deposit; a deposit with over 7 million ounces of gold.

Selected Financial Information of Cerrado

Relevant unaudited financial information for Cerrado is summarized below:

As at fiscal year-end December 31, 2019 and 2018
(Expressed in thousands of US dollars)
March 31, 2020 December 31, 2019 December 31, 2018
Cash $7,404 $38 $81
Total Assets $83,783 $17,180 $16,000
Total Liabilities $64,903 $4,976 $3,670
Shareholders’ Equity $18,880 $12,204 $12,330

 

The unaudited interim financial information as at March 31, 2020 includes the consolidation of the MDN project.

Trading of the Resulting Issuer Shares

Trading in the BB1 Shares has been halted as a result of the announcement of the Transaction. The Company expects that trading will remain halted pending closing of the Transaction, subject to the earlier resumption upon TSXV acceptance of the Transaction and the filing of required materials in accordance with TSXV policies.

Upon successful completion of the Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 1 Mining issuer.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, BB1 will file a filing statement on SEDAR, which will contain details regarding the Transaction, the Concurrent Financing, the Definitive Agreement, BB1, Cerrado and the Resulting Issuer.

Forward Looking Information, Disclaimer and Reader Advisory

Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All information provided in this press release relating to Cerrado has been provided by management of Cerrado and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a Definitive Agreement with Cerrado, and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.

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 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 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 press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: the terms, conditions, and completion of the Transaction; use of funds; and the business and operations of the Resulting Issuer. In making the forward- looking statements contained in this press release, the Company has made certain assumptions, including that: due diligence will be satisfactory; all applicable shareholder, and regulatory approvals for the Transaction will be received. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: results of due diligence; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

For more information please contact BB1’s Chief Executive Officer, Stephen Shefsky at +1-416-366-4200 or Cerrado’s Co-Chairman and CEO, Mark Brennan at +1-647-796-0023.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61069

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Copper State Credit Union Takes One Platform Approach with Jack Henry

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Jack Henry™ (Nasdaq: JHKY) announced today that Copper State Credit Union will leverage the company’s single technology platform to boost internal efficiencies and improve experiences.

Copper State Credit Union formed in 2020 from the merger of Canyon State Credit Union and Deer Valley Credit Union. Following the merger, the credit union managed multiple products across several different technology providers. This prompted the team to reevaluate their strategy and select Jack Henry as their enterprise technology provider. Jack Henry’s open infrastructure will automate and streamline operations, as well as integrate and optimize offerings.

“Jack Henry’s single platform approach allows us to consolidate our existing relationships into one organization with the option to tap into a vast ecosystem of fintech services,” said Robb Scott, President/CEO of Copper State Credit Union. “This enables us to continue to be innovative in our markets while remaining committed to delivering an exceptional member experience.”

Copper State Credit Union understands the importance of providing a convenient and simple digital experience for members. Their new digital banking platform will give members a complete view of all their finances in a single place. Part of this experience will include the ability to open new accounts and debit cards, manage credit scores, and receive instant payments. And, modern fraud and financial crimes prevention and detection solutions will protect members’ data and monitor transactional behavior.

“Our all-in strategy with Jack Henry ensures our members receive the connected services and resources they need to achieve financial prosperity and empowerment,” Scott continued. “The relationship frees up our internal resources to focus on finding ways to improve the financial lives of member-families within our community.”

Shanon McLachlan, president of Credit Union Solutions at Jack Henry, commented, “The beauty of our technology is the optionality and flexibility. Credit unions can choose to be in all-in with us like Copper State Credit Union or start by investing in their technology future one step at a time. Regardless, we continue to provide the support and services they need to help their members succeed.”

The post Copper State Credit Union Takes One Platform Approach with Jack Henry appeared first on HIPTHER Alerts.

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Moomoo Wins “Best Stock Trading App” Award in 2024 FinTech Breakthrough Awards Program

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Moomoo Technologies Inc. today announced that FinTech Breakthrough recognized the company with its 2024 annual award of “Best Stock Trading App.”  Founded in 2018, moomoo is an investment and trading platform that empowers global investors with pro-grade, easy-to-use tools, data, and insights. With its sister brand, moomoo has over 21 million users globally and it provides users with the necessary information and technology to make more informed investment decisions.

As the FinTech sector becomes more crowded and companies struggle to stand out from the crowd with their products and services, the FinTech Breakthrough Awards help recognize and showcase FinTech innovators based on creativity, hard work, and technologies centered around their products, solutions, and services. Its committee selected winners based on their innovative performance, their impact on solving user needs and problems, and whether their ease of use management can scale at growth.

“We are thrilled to be recognized as the best stock trading app by FinTech Breakthrough as it supports our mission to provide all levels of investors with an intuitive and robust platform,” said Justin Zacks, Vice President of Strategies, Moomoo Technologies Inc.  “Backed by independent research, advanced technological development capabilities, and our unique digital-first business model, we want to level the playing field for retail investors. From powerful stock and option analysis tools to fully extended trading hours, moomoo serves both new and experienced traders.”

“Moomoos’ robust technologies help investors spot potential investment opportunities and make informed decisions. Investors at all levels are looking for in-depth data, market news and global insights,” said Steve Johansson, Managing Director, FinTech Breakthrough. “We want to recognize moomoo as ‘Best Stock Trading App!’ By striving to provide investors with the best online trading experiences possible, investors at any stage can make confident investment decisions backed by readily available data and insights.”

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Insights from Prague Gaming & TECH Summit 2024 Speakers (pre-event)

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As we approach the Prague Gaming & TECH Summit, we’ve connected with some of the event’s distinguished speakers to delve into the future of the gaming and tech industries. Their insights shed light on the shifting dynamics, underscoring the significance of adaptability, innovation, and strategic foresight.

We posed the following questions to our speakers:

  • What has been the most surprising or valuable lesson you’ve learned in your career within the gaming/tech sector?
  • Can you share a project or achievement in your career that you’re particularly proud of?
  • In your opinion, what are the biggest challenges facing the gaming and tech industries today?

Below, you’ll find a brief overview of their responses. For more in-depth insights, scroll down to read each speaker’s full reply.

#### Viktoria Soltesz: Mastering the Financial Game

Viktoria Soltesz, a pivotal figure in the payment solutions space, shared a crucial lesson from her career: the significance of a well-crafted payment plan. Through her work, Soltesz has observed the downfall of companies due to inadequate financial strategies, emphasizing that such pitfalls are easily avoidable with proper planning. Her recent book, “Moving Money – How Banks Think,” aims to demystify banking and payment processes for businesses, advocating for informed financial decision-making within the gaming and tech sectors.

#### Aleksandra Andrishak: The Power of Continuous Learning

Representing Slotsjudge, Editor in Chief Aleksandra Andrishak looks forward to delving into topics like iGaming and blockchain at the summit. Andrishak highlights the transformative work undertaken at Slotsjudge in 2023 and stresses the importance of perpetual learning in the fast-paced gaming industry. Her advice to newcomers is to embrace innovation and remain adaptable to stay ahead.

#### Jakub Tesar: Blockchain’s Expanding Horizon

Jakub Tesar predicts a promising future for blockchain technology, especially within the Ethereum ecosystem, and the rise of Web3. He envisions a world where gamers have greater control over virtual collectibles and in-game items, thanks to blockchain. Tesar anticipates GenAI revolutionizing game interactions and narratives, urging industry professionals to experiment with blockchain’s burgeoning use cases.

#### Kaspar Szymanski: Navigating SEO in the Gaming and Tech World

Kaspar Szymanski, with his rich background in Google Search, identifies the challenge of distinguishing brands in a saturated market. He argues for a focus on unique selling propositions and long-term growth strategies. At the summit, Szymanski aims to dispel SEO myths and offer actionable advice, emphasizing that SEO setbacks can lead to significant growth opportunities.

#### Jasmina Poglavc: Data-Driven Innovation in iGaming

Jazz underscores the impact of advanced data analytics and AI in enhancing the iGaming experience through personalized player engagement. She points out the challenges of data privacy and navigating the regulatory landscape, advocating for a shift towards more player-centric and responsible gaming practices.

These insights from our speakers highlight a common theme: the gaming and tech industries are at a critical juncture, facing challenges that span financial planning, regulatory navigation, and technological innovation. The Prague Gaming & TECH Summit stands as a pivotal platform for addressing these challenges, fostering dialogue, and paving the way for future advancements.

As we anticipate the rich discussions and networking opportunities at the summit, it’s clear that adaptability, continuous learning, and strategic planning are key to navigating the future of gaming and tech. Join us in Prague to explore these themes and more, shaping the trajectory of these dynamic industries.


Viktoria Soltesz – Founder at PSP Angels

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

In my career within the gaming/tech sector, one of the most valuable lessons I’ve learned is the importance of having a payment plan. While analyzing the financial and banking information of various companies, I noticed a recurring pattern: many companies that failed did so due to poor payment and banking practices. They often miscalculated risks, under-budgeted costs, or neglected to set up a proper payment plan. These errors in financial planning were common culprits behind their downfall. What surprised me the most was how easily these businesses could have avoided such failures with proper payment planning. It became evident that many businesses fail for avoidable reasons, and simply taking the time to understand and establish a payment plan can make a significant difference. By paying close attention to the flow of money and investing just a few hours in crafting a solid plan, a business can set itself on a path to success, outperforming much of its competition.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

One of the achievements I’m particularly proud of in my career is the recent launch of my book, “Moving Money – How Banks Think,” which is now available on Amazon. This book is a valuable resource for businesses, emphasizing the often-overlooked importance of banking and payments in today’s competitive landscape. It provides insights into the intricacies of banking decisions, the history of payment systems, and practical guidance on managing funds more safely and cost-effectively. I’m excited to share this knowledge and help businesses make informed decisions in the realm of payments, especially those that are high-risk or startups.

What do you think are the biggest challenges facing the gaming and tech industries today?

In the gaming and tech industries today, one of the most significant challenges is undoubtedly related to payments. While these industries focus heavily on product development, market competition, and marketing strategies, the crucial aspect of payment planning often gets overlooked. This oversight can lead to businesses incurring unnecessary banking fees and facing unexpected operational risks. Understanding the complexities of banking and payment systems is crucial, yet it remains an area with limited knowledge for many in these sectors. Lack of knowledge in this domain can result in poor financial decision-making. As a payment expert, I have observed that addressing these payment-related challenges is essential for the long-term success and sustainability of businesses in the gaming and tech industries. By gaining a better understanding of how payments work and the reasoning behind banking decisions, these industries can navigate financial challenges more effectively and make informed choices, ultimately ensuring smoother operations and cost savings.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am greatly anticipating the upcoming Prague Gaming & TECH Summit for several compelling reasons. First and foremost, I’m excited about the high-quality content that will be presented during the event. It’s an excellent opportunity to gain valuable insights and knowledge about the gaming and tech industries.

Additionally, I’m looking forward to reconnecting with old acquaintances and making new connections. Networking is a fundamental aspect of such gatherings, allowing us to exchange ideas, share experiences, and forge new professional relationships.

Lastly, I’m eager to hear about the latest industry developments and gossip. Staying informed about the current trends and happenings within the gaming and tech sectors is essential for keeping a competitive edge in these dynamic industries.

Overall, the Prague Gaming & TECH Summit promises to be an enriching and engaging experience, offering valuable content, networking opportunities, and industry insights.


Aleksandra Andrishak – Editor in Chief at Slotsjudge

What are you most looking forward to at the Prague Gaming & TECH Summit?

The vegan catering! Jokes aside, Hipther events are renowned for their best-in-class networking, and I’m eagerly anticipating the opportunity to delve into topics such as iGaming, eSports, and Blockchain with top experts in the industry. This will mark my second collaboration on stage with Zoltan and the team, and I’m very much looking forward to it.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

I’m honored to represent Slotsjudge at the Prague Gaming & TECH Summit 2024. I’m particularly proud of all the work we’ve accomplished with the team in 2023. This year, you can expect even more from us, including new features, a completely revamped website, and even more ways to have fun together with us if you’re a gaming enthusiast!

What advice would you give to someone starting their career in the gaming or tech industry?

Never stop learning. The gaming industry is one of those sectors where innovation occurs almost daily. To stay ahead of the curve, you cannot afford to become complacent. Continuously strive to expand your knowledge and skills. Good luck!


Jakub Tesar – Innovation, Digital & Emerging Tech Lead at EY

What are your top three predictions for the future of gaming and tech industries in the next five years?

  1. The Ethereum ecosystem will evolve into a hub for practical applications, driving large-scale enterprise adoption of blockchain technology.
  2. The growth of Web3 will empower users to have self-custody over virtual collectibles and in-game items, enabling the purchase of ‘phygital’ items that merge the physical and online worlds. This evolution will facilitate free trade on blockchain-powered marketplaces and allow brands to explore new monetization strategies for digital assets.
  3. Generative AI (GenAI) will revolutionize gaming experiences, enabling players to interact with non-player characters (NPCs) in more natural and dynamic ways, and experience storylines that adapt and evolve in real-time.

Can you share a recent innovation in the gaming/tech industry that excites you? What challenges do you think the industry needs to address? The integration of GenAI within gaming environments excites me the most. It offers unprecedented, natural-like interactions with GenAI-based NPCs and allows for fluid, dynamic storylines. However, the industry must navigate the ethical implications of AI, ensuring that these technologies are developed and used responsibly.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector? In my career, the most valuable lesson has been the constant need for innovation and adaptability. The rapid pace at which technology evolves requires a perpetual learning mindset and the willingness to embrace change.

How do you see the role of AI and emerging technologies shaping the gaming and tech industries? AI and emerging technologies are set to fundamentally reshape the gaming and tech industries by introducing more immersive, interactive, and personalized experiences. These technologies will not only enhance gameplay but also offer new avenues for creativity and innovation within the sector.

What advice would you give to someone starting their career in the gaming or tech industry? Never stop learning. The gaming industry, in particular, is characterized by its rapid evolution and innovation. Staying informed and continually enhancing your skills is crucial to staying ahead in this competitive field.

What do you think are the biggest challenges facing the gaming and tech industries today? Addressing the ethical and societal implications of rapid technological advancement, including privacy concerns, data security, and the potential for misuse, remains a significant challenge.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see? Regulations need to strike a balance between fostering innovation and protecting consumers. I hope to see regulations evolve in a way that supports the ethical development of new technologies while ensuring they are accessible and beneficial to all.

What are you most looking forward to at the Prague Gaming & TECH Summit? I’m eagerly anticipating the opportunity to delve into the latest industry trends, connect with fellow professionals, and share insights on the evolving landscape of gaming and technology.

Is there a specific message or insight you hope attendees will take away from your session? I hope attendees recognize the enduring significance of blockchain technologies and are inspired to explore and experiment with their vast potential for innovative use cases.


Kaspar Szymanski – Founder of SearchBrothers

What do you think are the biggest challenges facing the gaming and tech industries today?

One of the primary challenges in an industry saturated with numerous market players offering similar web platforms and services is effectively defining and communicating a compelling unique selling proposition (USP). While brand building, prioritizing user experience, and optimizing website performance are essential, they are merely steps towards the ultimate goal of offering a service or product that isn’t readily available elsewhere. Moreover, developing a long-term strategy presents a significant challenge in an industry that tends to favor short-term success. The pressure of organizational and market demands often hinders decision-makers from adopting strategies focused on sustainable, gradual growth. This challenge is particularly evident in search engine optimization (SEO), where the goals of long-term growth and meeting immediate organizational needs must be aligned, as search engine algorithms prioritize actual ranking signals over organizational constraints.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am eager to share the unique insights into Google Search that I gained during my time working for Google, as well as my experiences as a consultant helping clients in competitive niches outperform their competitors. My presentation will include exciting real-life case studies, debunk several myths within the SEO industry, and provide attendees with actionable advice they can immediately apply. I am also looking forward to listening and learning from others, and eagerly anticipate addressing audience questions during the Q&A session following my presentation.

Is there a specific message or insight you hope attendees will take away from your session?

I want my audience to understand that Google penalties are not the end of the world and can be resolved. SEO setbacks, while initially unwelcome, can actually offer an opportunity for significant growth, potentially surpassing any previous rankings on Google Search. These moments can be a hidden blessing, revealing new paths to success. I invite anyone curious about the inner workings of Google Search, how it can benefit your website, and seeking genuine answers to their Google and SEO questions to join my session.


Jasmina Poglavc – Senior Product Manager at Gamanza Group AG & Freelance iGaming Consultant

Can you share a recent innovation in the gaming/tech industry that excites you, and what challenges do you think the industry needs to address?

My background in iGaming platforms and online operations has given me a unique perspective on the transformative potential of advanced data analytics and AI. These technologies promise significant changes, especially in real-time player engagement for iGaming platforms and operators. By analyzing player behavior, preferences, and patterns in real time, we can offer personalized promotions, customized gaming experiences, and targeted loyalty programs. This not only boosts player satisfaction but also optimizes revenue streams.

However, the full realization of these benefits faces challenges, primarily concerning data privacy and security. Protecting sensitive player information is paramount, and navigating the evolving regulatory landscape to align data-driven practices with compliance standards is equally crucial.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

Adaptability has been the most valuable lesson in my career. The gaming and tech sectors are incredibly dynamic, with constant evolutions and innovations. Embracing change, remaining agile, and continuously seeking learning opportunities have been essential for navigating challenges and achieving success. Anticipating industry trends and staying informed about technological and regulatory developments are key to staying ahead.

What advice would you give to someone starting their career in the gaming or tech industry?

Stay curious and proactive. Embrace challenges as growth opportunities, keep up with industry trends, and cultivate a strong professional network. Innovation drives the gaming and tech industries, so developing a mindset that embraces change and fosters creativity is crucial.

What do you think are the biggest challenges facing the gaming and tech industries today?

The primary challenges include cybersecurity threats, talent acquisition and retention, and adapting to an evolving regulatory landscape. Balancing innovation with compliance is challenging, as regulations often lag behind technological advancements. A strategic, adaptive approach is essential for navigating these challenges, necessitating proactive engagement with regulators and an awareness of legal frameworks.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see?

The gaming industry, exemplified by the situation in Germany, faces challenges from overregulation, which can drive players toward unregulated, black-market operators. While regulations are crucial for ensuring fairness and consumer protection, too restrictive an environment can hinder the industry’s growth and inadvertently compromise player safety.

I advocate for regulations that evolve with technological advancements, are harmonized globally, and are developed in collaboration with industry stakeholders. This approach aims to balance consumer protection with innovation, ensuring a thriving, responsible gaming ecosystem.


Click here to register and unlock the door to endless possibilities at the Prague Gaming & TECH Summit. Your next big opportunity awaits!

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