Fintech
Evermount Announces Proposed Qualifying Transaction to Acquire Video Commerce Group Ltd.
Vancouver, British Columbia–(Newsfile Corp. – September 3, 2020) – Evermount Ventures Inc. (TSXV: ETV.H) (“Evermount“), a capital pool company, announced today that it has entered into a definitive Securities Exchange Agreement dated September 1, 2020, with Video Commerce Group Ltd. (“VCG” d.b.a “OOOOO“), a private company incorporated under the laws of England and Wales, and the shareholder(s) of VCG. The transaction (the “Transaction”) as outlined in the Share Exchange Agreement will constitute Evermount’s “Qualifying Transaction” pursuant to TSX Venture Exchange (“TSXV“) policy 2.4 Capital Pool Companies.
Transaction Summary
Pursuant to the Transaction, Evermount will acquire all of the outstanding securities of VCG at the closing time in consideration for 51 million Evermount common shares at a deemed price of $0.40 per share.
In connection with the Transaction, Evermount will complete a private placement of up to 10 million common shares (or subscription receipts convertible into common shares) at a price of $0.40 per security for gross proceeds of up to $4 million. The net proceeds from the financing are intended to be used for enhancements to the OOOOO social commerce platform, retention of key influencers, market awareness and working capital and general corporate purposes.
Subject to TSXV approval, Evermount will provide VCG with refundable bridge financing of $225,000 to be utilized for general corporate purposes and transaction related costs.
On closing of the Transaction, Evermount intends to change its name to “OOOOO Social Commerce Ltd.” or such other name as VCG may determine and is approved by the TSXV.
VCG and its Business
VCG, a private company incorporated under the laws of England & Wales in March 2020, is based in Oxford, United Kingdom and was founded by Samuel Jones, former Managing Director at Wish.com, and Eric Zhang, former engineer at Musical.ly and Tiktok. As of the date hereof, VCG is controlled by Samuel Jones. OOOOO Limited, a private company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of VCG.
The “OOOOO” platform is capitalizing on the implosion on a global scale of two relatively recent, but separate, phenomena – social media and mobile shopping. OOOOO is a social commerce platform that connects brands, creators and shoppers through short videos and live, interactive broadcasts. In this way, the OOOOO platform is much more than a traditional e-commerce website that requires users to scroll through still images, titles and descriptions.
The OOOOO platform allows creators, such as make-up artists, stylists and beauty influencers to create, edit and share video content reviews that are linked to products which can be purchased on the platform. The platform cuts out the ‘middle-person’ by directly connecting product manufacturers to consumers who can buy through a fun, dynamic, social shopping experience. Once a consumer finds a product that he/she wishes to buy, he/she can simply click a link to seamlessly complete the purchase.
While OOOOO is partnering with leading beauty brands, only authentic creator videos are permitted on the platform. In this way, OOOOO helps consumers get real product reviews from real people who are knowledgeable about the products they are reviewing.
“We believe interactive, social commerce is inevitable” commented Sam Jones, Chief Executive Officer and Founder of OOOOO. “Shoppers today seek authentic opinions about products from people they trust. Our platform is made up of a diverse community of beauty creators that we believe will replace the need for beauty counters. In turn, we measure and reward this influence properly.”
The OOOOO platform has already completed testing in Australia and Brazil, and is scheduled to launch in the United Kingdom within the next few months with a focus on beauty and cosmetic products. OOOOO expects to initially showcase approximately 150 beauty brands on the platform, with a significant number of additional brands to be added each month.
Management of the Resulting Issuer
VCG is committed to a merit-based system for selecting a diverse slate of directors drawing upon different experiences, professions, education, gender, age, ethnicity, cultural background, religion, national origin and sexual orientation, among many other factors. VCG believes a diverse slate of directors is important in maximizing opportunities for innovation through diverse perspectives on the board which reflect the diverse backgrounds and unique life experiences of the users of the OOOOO platform.
Under the articles of Evermount and applicable corporate law, the maximum number of directors that may be appointed without shareholder approval is four. At this time, on completion of the Transaction, the board is expected to consist of:
Sam Jones, Chairman, Chief Executive Officer and Director. Sam is a serial entrepreneur. Sam started his career at Accenture as a technology consultant in 1999, before a career in executive search where he ran a leading firm specializing in investment banking. Sam spent 10 years in Sydney, Singapore and Hong Kong. Sam started three technology companies over the course of five years from 2012 to 2017 that all related to data. Sam joined eCommerce unicorn Wish as Managing Director of Marketing in 2017, which currently has a valuation of approximately US$11 billion. Sam founded VCG with Eric Zhang.
Eric Zhang, Director. Eric started his career as a mobile software engineer at Huawei before becoming a founding member of the Musical.ly startup team as an engineering team lead, helping grow the company from its infancy to 10 million daily active users. Post the acquisition of Musical.ly by Bytddance Ltd., Eric was a leader across Douyin and TikTok research and development teams, to promote user growth in all major markets. Eric is responsible for growth strategy VCG and oversight of the China team.
Ash Kandhari, Director. Ash started his business career in his family wholesale business Welch and Tidy, accelerating its growth to a market leading position within its sector in only a few short years, picking up accolades including a Queen’s Award for Enterprise and a position on the coveted Fast Track 100 list. Ash subsequently went on to build Rex Brown into a leader in the provision of ecommerce infrastructure services, helping many of the world’s largest consumer goods companies expand their ecommerce proposition.
Wayne Lloyd, Director. Wayne is an entrepreneur and technology executive with extensive capital markets experience. Wayne is the Chief Executive Officer of Tracesafe Inc and founder of Consensus Core. Wayne has experience in scaling startups, special situation investing and completing complex M&A transactions in the technology sector. Wayne has helped raise millions in capital to grow businesses and has a proven track record of attracting world class talent to startup ventures. Wayne earned a CFA Charterholder designation in 2015.
In addition to the foregoing directors, the resulting issuer plans to constitute a temporary advisory board whose members will be nominated as directors of Evermount at the next annual general meeting of shareholders. The advisory board will be constituted with the diversity principles described above. While the resulting issuer does not intend to adopt formal targets for gender diversity representation, VCG expects, and is in discussions with, woman candidates to fill the advisory board roles. Additional information on the advisory board members, as well as additional officer information, including the Chief Financial Officer and Corporate Secretary, will be provided in a subsequent news release.
Article Amendments
Pursuant to the Securities Exchange Agreement and subject to TSXV approval, Evermount is required to amend its articles of association in order to provide for a dual-class voting structure for its common shares. The common shares will rank parri passu with each other in all material respects (including distributions and on any winding-up), other than the class to be received by Sam Jones, which will have super-majority voting rights, expected on a 3:1 basis compared to the ordinary common shares.
The amendment to Evermount’s articles will require the approval of Evermount’s shareholders. As the Transaction is not expected to require shareholder approval, Evermount, in consultation with VCG, intends to seek approval of the amendment to its articles at the next meeting of shareholders of Evermount. Additional information on such amendment will be set forth in the filing statement (described below) and the management information circular prepared in connection with the meeting approving the amendment.
Prior to closing, Evermount intends, subject to TSXV approval, to enter into a voting rights agreement, effective as of completion of the Transaction, that will provide Sam Jones with a right to nominate at least 50% of Evermount’s directors, on such terms and conditions as shall be set forth in a definitive voting rights agreement. The voting rights agreement will lapse at the effective time of the foregoing article amendment, provided that if such amendment is not approved by Evermount’s shareholders, the voting rights agreement will remain in full force and effect. Additional information on the voting rights agreement, including its expected duration if not approved by Evermount shareholders as aforesaid, will be provided in a subsequent news release.
Additional Transaction Information
The proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” within the meaning of TSXV Policy 2.4 Capital Pool Companies, therefore, unless otherwise required by the TSXV, approval of Evermount’s shareholders is not required.
Evermount will prepare a filing statement in respect of the Qualifying Transaction which will be filed on SEDAR at www.sedar.com no less than seven business days prior to completion. The filing statement will contain detailed information concerning VCG and its business and operations, including audited financial statements.
Subject to TSXV approval, a fee payable in 3 million Evermount common shares, representing approximately 5% of deal value (inclusive of the financing) will be paid to the following arm’s length parties on completion of the Transaction: (i) Wayne Lloyd, as to 1.5 million Evermount common shares and (ii) Pimlico Partners LLC, as to 1.5 million Evermount common shares. Mr. Lloyed is slated to join the board of directors of the resulting issuer on closing of the Transaction.
Evermount will be seeking a waiver of the sponsorship requirements of TSXV Policy 2.2 Sponsorship and Sponsorship Requirements, but there is no assurance that such waiver will be granted.
Trading in the Evermount shares has been halted as a result of the signing of the Share Exchange Agreement for the Transaction. Trading in the Evermount shares will remain halted pending the review of the proposed Transaction by the TSXV. There can be no assurance that trading in the Evermount shares will resume prior to the completion of the Transaction.
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 the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information, contact:
Evermount Ventures Inc.
Joanne Yan
[email protected]
(604) 961-8188
Forward-Looking Information
This news release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of Evermount that may be issued in connection with the Transaction, the private placement financing, waiver of sponsorship, the business and operations of VCG, including expected launch dates and product offerings, and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Evermount assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
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 press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/63216
Fintech
Fintech Latvia Association Releases Fintech Pulse 2024: A Guide to Latvia’s Growing Fintech Hub
The Fintech Latvia Association has launched the latest edition of its annual publication, Fintech Pulse 2024, unveiling insights and resources that position Latvia as a thriving hub for European fintech.
Announced at this year’s Fintech Forum, the magazine is now available in digital format, offering a comprehensive guide for fintech professionals and entrepreneurs navigating the Latvian market and exploring its advantages.
This issue covers essential topics, from support tools provided by Latvijas Banka and newcomer roadmaps to Riga’s investor resources and fintech education opportunities. Readers will find the latest fintech news from Latvia, coverage of this year’s key industry events, and member insights on the future of fintech. The Fintech Landscape section provides a comprehensive overview of the Latvian fintech ecosystem.
Tina Lūse, Managing Director of Fintech Latvia Association, expressed excitement about the ecosystem’s growth: “We are excited to unveil the third annual edition of Fintech Pulse. This year has been pivotal for our ecosystem, and together with public sector stakeholders, we are enhancing financial inclusion, democratizing investments, and driving innovation throughout the sector. This is a testament to Latvia’s emergence as a fintech hub, establishing itself as an equal partner in innovation and support within the Baltic region.”
Minister of Finance Arvils Ašeradens highlighted Latvia’s fintech potential in the magazine, stating: “Latvia has already made strides in adapting its regulatory framework to support a stable financial system. Now, we encourage financial market players to invest in modern technologies to meet the growing demand for inclusive financial services and solidify Latvia’s position in the fintech landscape. We are confident that with the combined offer of the government, Latvijas Banka and Riga city, we are a great place to start your next scalable European FinTech!”
Minister of Economics Viktors Valainis expressed Latvia’s ambition in the magazine, stating: “Latvia wants to become a WEB 3.0. innovation hub and solidify itself as one of the leaders of a newly regulated EU crypto-asset market. We welcome international companies to choose Latvia, a flexible and fast-paced country, where you can obtain a MICA license in just 3 months. Open your office in Latvia, receive a MICA license and serve the whole EU market!”
The Fintech Latvia Association brings together fintech and non-banking financial service providers to represent their interests at both the national and international levels. It promotes sustainable development in Latvia’s financial sector by fostering reliable, responsible, and long-term industry practices that earn trust from consumers and regulatory authorities. The association is committed to supporting innovation and growth opportunities within the fintech landscape.
The post Fintech Latvia Association Releases Fintech Pulse 2024: A Guide to Latvia’s Growing Fintech Hub appeared first on News, Events, Advertising Options.
The World Economic Forum (WEF) has released a pivotal white paper in collaboration with the Financial Conduct Authority (FCA), titled “Quantum Security for the Financial Sector: Informing Global Regulatory Approaches”. This January 2024 publication underscores the urgent need for global cooperation as the financial sector transitions from a digital economy to a quantum economy, highlighting both the immense opportunities and cybersecurity challenges posed by quantum computing.
Quantum: A Double-Edged Sword for Finance
Quantum computing offers transformative benefits for the financial sector, such as accelerated portfolio optimization, enhanced fraud detection, and improved risk management. Yet, it simultaneously threatens the very foundation of cybersecurity. With quantum’s ability to break traditional encryption methods, sensitive data and financial transactions face significant risks. The white paper warns that such vulnerabilities could erode trust in the financial system and destabilize global markets.
The urgency to prepare is evident, with some quantum threats, such as “Harvest Now, Decrypt Later” attacks, already emerging. Governments and regulators, including the United States with its National Security Memorandum on Quantum (2022), have begun advocating for quantum security readiness by 2035. However, as noted in the paper, transitioning to a quantum-secure infrastructure is a monumental task requiring unprecedented coordination between regulators, industry leaders, and technology providers.
A Collaborative Framework: Four Guiding Principles
To address the complex challenges posed by quantum technologies, the WEF and FCA have proposed four guiding principles to inform global regulatory and industry approaches:
- Reuse and Repurpose: Leverage existing regulatory frameworks and tools to address quantum risks, rather than creating entirely new systems.
- Establish Non-Negotiables: Define baseline requirements for quantum security, ensuring consistency and interoperability across organizations and jurisdictions.
- Increase Transparency: Foster open communication between regulators and industry players to share best practices, strategies, and knowledge.
- Avoid Fragmentation: Prioritize global collaboration to harmonize regulatory efforts and avoid inconsistencies that could burden multinational organizations.
These principles aim to create a unified, forward-looking strategy that balances innovation with security.
A Four-Phase Roadmap for Quantum Security
The white paper introduces a phased roadmap to help the financial sector transition toward quantum security:
- Prepare: Raise awareness of quantum risks, assess cryptographic infrastructure, and build internal capabilities.
- Clarify: Formalize engagement between stakeholders, map current regulations, and model the cost and complexities of transitioning to quantum-safe systems.
- Guide: Address regulatory gaps, translate technical standards into actionable frameworks, and develop industry-wide best practices.
- Transition and Monitor: Implement cryptographic management modernization and adopt iterative, adaptable regulatory approaches to remain resilient in the quantum economy.
This roadmap emphasizes adaptability, encouraging stakeholders to continuously refine their strategies as quantum technologies evolve.
The Path Forward: Collaboration as a Catalyst
The transition to a quantum-secure financial sector is not merely a technological shift but a comprehensive rethinking of how industries and regulators approach cybersecurity. The interconnected nature of global finance means that collaboration between mature and emerging markets is crucial to avoid vulnerabilities that could undermine the entire system.
Regulators and financial institutions must act with urgency. As Sebastian Buckup, Head of Network and Partnerships at the World Economic Forum, notes in the report:
“The quantum economy era is fast approaching, and we need a global public-private approach to address the complexities it will introduce. We welcome this opportunity to collaborate with the FCA to chart the roadmap for a seamless and secure transition for the financial services sector.”
Similarly, Suman Ziaullah, Head of Technology, Resilience, and Cyber at the FCA, emphasizes:
“Quantum computing presents considerable opportunities but also threats. The financial sector relies heavily on encryption to protect sensitive information, the exposure of which could cause significant harm to consumers and markets. Addressing this requires a truly collaborative effort to transition to a quantum-secure future.”
Global Impact: Ensuring Resilience in an Evolving Landscape
As quantum technologies mature, they will redefine the landscape of cybersecurity. The financial sector, as one of the most sensitive and interconnected industries, must prioritize preparedness to ensure stability, protect consumers, and maintain trust.
The Quantum Security for the Financial Sector: Informing Global Regulatory Approaches white paper offers an essential foundation for continued dialogue and action. By adhering to the guiding principles and roadmap outlined in the report, stakeholders can navigate this transformation with foresight and cooperation.
The full report, published by the World Economic Forum, highlights the need for a unified global approach to quantum security, serving as a rallying call for industry and regulatory leaders alike.
Source: World Economic Forum, “Quantum Security for the Financial Sector: Informing Global Regulatory Approaches”, January 2024.
The post Quantum Security and the Financial Sector: Paving the Way for a Resilient Future appeared first on News, Events, Advertising Options.
The fintech landscape continues to redefine itself, driven by innovation, partnerships, and groundbreaking strategies. Today’s roundup focuses on the latest digital wallet offerings, evolving payment trends, strategic collaborations, and notable funding achievements. This editorial explores the broader implications of these developments, casting light on how they shape the future of fintech and beyond.
Beacon’s Digital Wallet for Immigrants: A Gateway to Financial Inclusion
Beacon Financial, a leading player in financial technology, recently launched a digital wallet tailored to meet the unique needs of immigrants moving to Canada. This offering bridges a critical gap, enabling seamless financial integration for newcomers navigating a foreign system.
By combining intuitive technology with user-centric features, Beacon aims to empower immigrants with tools for payments, savings, and remittances. This aligns with the growing demand for tailored financial products that resonate with specific demographics.
Op-Ed Insight:
Financial inclusion is more than just a buzzword; it’s a moral imperative in the fintech space. Products like Beacon’s digital wallet highlight the industry’s potential to create tangible change. As global migration trends increase, such offerings could inspire similar initiatives worldwide.
Source: Fintech Futures.
Juniper Research Highlights 2025’s Payment Trends
Juniper Research’s latest report unveils pivotal payment trends poised to dominate in 2025. Central themes include the adoption of instant payment networks, a surge in embedded finance solutions, and the rise of crypto-backed financial products.
The research underscores the rapid adoption of real-time payment systems, fueled by increasing consumer demand for speed and efficiency. Meanwhile, embedded finance promises to blur the lines between traditional banking and non-financial services, delivering personalized and context-specific solutions.
Op-Ed Insight:
As the lines between financial services and technology continue to blur, these trends emphasize the industry’s shift toward convenience and personalization. The growing role of crypto-based solutions reflects an evolving consumer mindset, where decentralization and digital-first experiences gain precedence.
Source: Juniper Research.
MeaWallet and Integrated Finance Partner to Revolutionize Digital Wallets
MeaWallet, a prominent fintech solutions provider, has partnered with Integrated Finance to advance digital wallet capabilities and secure card data access for fintech companies. This collaboration focuses on empowering fintechs to deliver better, safer digital payment experiences.
MeaWallet’s role as a technology enabler aligns seamlessly with Integrated Finance’s goal of simplifying complex financial infrastructures. Together, they aim to create scalable, robust platforms for secure payment solutions.
Op-Ed Insight:
Partnerships like this underscore the importance of collaboration in driving innovation. As security concerns grow in tandem with digital payment adoption, solutions addressing these challenges are essential for maintaining consumer trust. The fintech ecosystem thrives when synergy and innovation coalesce.
Source: MeaWallet News.
Nucleus Security Among Deloitte’s Fastest-Growing Companies
Nucleus Security has achieved a remarkable milestone, ranking 85th on Deloitte’s 2024 Technology Fast 500 list. This achievement is attributed to its robust cybersecurity solutions, which cater to the increasingly digital fintech environment.
With cyberattacks becoming more sophisticated, fintech companies are under immense pressure to safeguard their platforms. Nucleus Security’s growth reflects the rising demand for comprehensive, scalable security solutions that protect sensitive financial data.
Op-Ed Insight:
In a digital-first world, robust cybersecurity isn’t optional—it’s fundamental. The recognition of companies like Nucleus Security signals the growing importance of protecting fintech infrastructure as the industry scales globally.
Source: PR Newswire.
OpenYield Secures Funding to Transform the Bond Market
OpenYield has announced a successful funding round, aiming to revolutionize the bond market through innovative technology. The platform promises greater transparency, efficiency, and accessibility in fixed-income investments.
This funding underscores the growing appetite for digitizing traditionally opaque financial markets. By leveraging cutting-edge technology, OpenYield seeks to democratize bond investments, making them accessible to a broader audience.
Op-Ed Insight:
The bond market, long viewed as complex and inaccessible, is ripe for disruption. OpenYield’s efforts to modernize this space highlight fintech’s transformative potential to democratize finance and empower individual investors.
Source: PR Newswire.
Key Takeaways: Shaping the Future of Fintech
Today’s developments underscore several critical themes in the fintech landscape:
- Personalization and Inclusion: Products like Beacon’s wallet highlight the importance of understanding and addressing specific user needs.
- Collaborative Ecosystems: Partnerships, like that of MeaWallet and Integrated Finance, emphasize the power of collaboration in solving industry challenges.
- Emerging Technologies: Juniper Research’s predictions affirm the continued influence of blockchain, embedded finance, and instant payment networks.
- Security at the Core: The recognition of Nucleus Security underscores the essential role of cybersecurity in fintech.
- Market Transformation: OpenYield’s funding signifies the ongoing disruption of traditional financial markets, paving the way for broader accessibility.
The post Fintech Pulse: Daily Industry Brief – A Dive into Today’s Emerging Trends and Innovations appeared first on News, Events, Advertising Options.
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