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Nurcapital Corporation Ltd. Announces Proposed Qualifying Transaction with Green Sky Labs Inc.



Toronto, Ontario–(Newsfile Corp. – September 4, 2020) –  Nurcapital Corporation Ltd. (TSXV: NCL.H) (“Nurcapital” or the “Company“), a capital pool company, is pleased to announce that it has entered into a letter of intent dated September 3, 2020 (the “LOI“) with Green Sky Labs Inc. (“GSL“), a private company existing under the laws of the Province of Alberta. The LOI outlines the general terms and conditions pursuant to which Nurcapital and GSL will effect a business combination and reverse takeover transaction that will result in Nurcapital acquiring all of the issued and outstanding securities of GSL in exchange for equity in Nurcapital (the “Proposed Transaction“). The Proposed Transaction will constitute Nurcapital’s “Qualifying Transaction” under the policies of the TSX Venture Exchange (the “Exchange“).

In light of the Proposed Transaction, the Company’s previously announced Qualifying Transaction with Globex Mining Enterprises Inc. will not be proceeding. No deposits, loans or cash advances were made by the Company to Globex Mining Enterprises Inc.

Terms of the Proposed Transaction

Pursuant to the terms of the LOI, Nurcapital and GSL will negotiate and enter into a definitive agreement incorporating the principal terms of the LOI.

Prior to the completion of the Proposed Transaction, Nurcapital will consolidate all of its issued and outstanding common shares (the “Common Shares“) on the basis of one post-consolidation Common Share for approximately 3.65 pre-consolidation Common Shares (the “Consolidation Ratio“) and change its name to “Green Sky Labs Inc.”. Pursuant to the Proposed Transaction, the current shareholders of GSL will receive approximately 100,460,538 post-consolidation Common Shares. As set out further below, participants in a concurrent brokered financing of GSL (the “Concurrent Offering“) will, on closing of the Proposed Transaction, become securityholders of the resulting issuer (the “Resulting Issuer“).


The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice on the part of both Nurcapital and GSL. Completion of the Proposed Transaction is also subject to a number of other conditions, including completion of the Concurrent Offering, receipt of applicable regulatory approvals, including the approval of the Exchange for the Proposed Transaction, completion of satisfactory due diligence and the execution of a definitive agreement and related transaction documents.


Nurcapital currently has 3,219,500 common shares and 220,850 incentive stock options issued and outstanding. Under the terms of the LOI, the issued and outstanding shares of Nurcapital will be consolidated in accordance with the Consolidation Ratio, which will result in approximately 881,481 Common Shares outstanding on a fully-diluted basis.

GSL currently has 100,460,538 common shares issued and outstanding. Each GSL common share will be exchanged for one post-consolidation Common Share, such that, following the completion of the Proposed Transaction, the shareholders of GSL are expected to hold, in the aggregate, 100,460,538 post-consolidation Common Shares of the Resulting Issuer.

Assuming completion of the Proposed Transaction, but before giving effect to the Concurrent Offering, the Resulting Issuer is expected to have approximately 101,342,019 Common Shares outstanding.


Proposed Private Placement

It is a condition of the LOI that GSL will complete the Concurrent Offering, which is expected to comprise a brokered private placement of securities of GSL to raise gross proceeds of a minimum of C$5 million. Further details of the Concurrent Offering will follow at a later date.

Trading Halt

Trading in the Common Shares of Nurcapital is suspended, and will remain suspended, until the completion of the Proposed Transaction.

About Nurcapital


Nurcapital was incorporated under the Business Corporations Act (Ontario) on January 8, 2015. The Company is listed as a capital pool company on the NEX Board of the Exchange. Nurcapital’s business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a “Qualifying Transaction” (akin to the Proposed Transaction).

About GSL

GSL was incorporated on April 17, 2014 pursuant to the Business Corporations Act (Alberta). Since its inception, GSL has been a technology incubation company that has developed disruptive technologies in the biotech and related industries. GSL’s primary business objective is to commercialize these technologies through strategic partnerships, mergers and acquisitions as well as public offerings. GSL’s current holdings are comprised of majority or non-majority interests in the following five businesses: (a) My Next Health, a genomics-based digital therapeutics company which seeks to significantly enhance patient outcomes and reduce costs, including a genetics-based COVID-19 risk assessment application; (b) AGENTIX Biopharma Corp., a U.S. publicly-listed company developing pharmaceuticals and health solutions for patients and consumers using proprietary compounds and delivery systems that target the endocannabinoid system for therapeutic applications; (c) Nectar Health Sciences Inc., which owns a patent pending technology to isolate cannabinoids at high levels of purity for pharmaceutical and nutraceutical applications; (d) Kalmex Inc., a joint venture corporation focused on the development of a cannabis extraction manufacturing facility using a proprietary membrane-based technology to produce full spectrum cannabinoid extracts; and (e) Trichome Agronomy Corp., a Manitoba-based industrial hemp cultivation company that has developed a multi-stage agronomy program capable of creating high-quality, conditioned hemp flower biomass on an industrial scale and also utilizing the whole hemp plant for derivative products.

About the Resulting Issuer

The business objective of the Resulting Issuer will be to carry out the business of GSL.


Further Information

A comprehensive press release relating to the Proposed Transaction, in accordance with the policies of the Exchange, will follow on or in connection with the execution of a definitive agreement relating to the Proposed Transaction.

All information contained in this news release with respect to Nurcapital and GSL 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.

A filing statement in respect of the Proposed Transaction will be prepared and filed on SEDAR at in accordance with Policy 2.4 of the Exchange no less than seven business days prior to the closing of the Proposed Transaction. A press release will be issued once the filing statement has been filed.

For further information regarding the Proposed Transaction, please contact:


Nurcapital Corporation Ltd.

Sharief Zaman, Director
Telephone: 416-754-4135
Email: [email protected]

Green Sky Labs Inc.

Rehan Huda, Chief Executive Officer
Telephone: 905-491-6905
Email: [email protected]

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the Concurrent Offering, execution of a definitive agreement in respect of the Proposed Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of Nurcapital or GSL. The securities of GSL or the Resulting Issuer to be issued in connection with the Concurrent Offering have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Forward-Looking Statements


This release includes forward-looking statements regarding Nurcapital, GSL and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Concurrent Offering and the Proposed Transaction, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks affecting the companies, economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Nurcapital and GSL undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Not for distribution to U.S. newswire services or for dissemination in the United States


How to identify authenticity in crypto influencer channels




Modern brands stake on influencer marketing, with 76% of users making a purchase after seeing a product on social media.The cryptocurrency industry is no exception to this trend. However, promoting crypto products through influencer marketing can be particularly challenging. Crypto influencers pose a significant risk to a brand’s reputation and ROI due to rampant scams. Approximately 80% of channels provide fake statistics, including followers counts and engagement metrics. Additionally, this niche is characterized by high CPMs, which can increase the risk of financial loss for brands.

In this article Nadia Bubennnikova, Head of agency Famesters, will explore the most important things to look for in crypto channels to find the perfect match for influencer marketing collaborations.



There are several levels related to this point.




Analyze approximately 10 of the channel’s latest videos, looking through the comments to ensure they are not purchased from dubious sources. For example, such comments as “Yes sir, great video!”; “Thanks!”; “Love you man!”; “Quality content”, and others most certainly are bot-generated and should be avoided.

Just to compare: 


Don’t rush to conclude that you’ve discovered the perfect crypto channel just because you’ve come across some logical comments that align with the video’s topic. This may seem controversial, but it’s important to dive deeper. When you encounter a channel with logical comments, ensure that they are unique and not duplicated under the description box. Some creators are smarter than just buying comments from the first link that Google shows you when you search “buy YouTube comments”. They generate topics, provide multiple examples, or upload lists of examples, all produced by AI. You can either manually review the comments or use a script to parse all the YouTube comments into an Excel file. Then, add a formula to highlight any duplicates.


It is also a must to check the names of the profiles that leave the comments: most of the bot-generated comments are easy to track: they will all have the usernames made of random symbols and numbers, random first and last name combinations, “Habibi”, etc. No profile pictures on all comments is also a red flag.




Another important factor to consider when assessing comment authenticity is the posting date. If all the comments were posted on the same day, it’s likely that the traffic was purchased.


2. Average views number per video

This is indeed one of the key metrics to consider when selecting an influencer for collaboration, regardless of the product type. What specific factors should we focus on?

First & foremost: the views dynamics on the channel. The most desirable type of YouTube channel in terms of views is one that maintains stable viewership across all of its videos. This stability serves as proof of an active and loyal audience genuinely interested in the creator’s content, unlike channels where views vary significantly from one video to another.

Many unauthentic crypto channels not only buy YouTube comments but also invest in increasing video views to create the impression of stability. So, what exactly should we look at in terms of views? Firstly, calculate the average number of views based on the ten latest videos. Then, compare this figure to the views of the most recent videos posted within the past week. If you notice that these new videos have nearly the same number of views as those posted a month or two ago, it’s a clear red flag. Typically, a YouTube channel experiences lower views on new videos, with the number increasing organically each day as the audience engages with the content. If you see a video posted just three days ago already garnering 30k views, matching the total views of older videos, it’s a sign of fraudulent traffic purchased to create the illusion of view stability.



3. Influencer’s channel statistics

The primary statistics of interest are region and demographic split, and sometimes the device types of the viewers.


When reviewing the shared statistics, the first step is to request a video screencast instead of a simple screenshot. This is because it takes more time to organically edit a video than a screenshot, making it harder to manipulate the statistics. If the creator refuses, step two (if only screenshots are provided) is to download them and check the file’s properties on your computer. Look for details such as whether it was created with Adobe Photoshop or the color profile, typically Adobe RGB, to determine if the screenshot has been edited.


After confirming the authenticity of the stats screenshot, it’s crucial to analyze the data. For instance, if you’re examining a channel conducted in Spanish with all videos filmed in the same language, it would raise concerns to find a significant audience from countries like India or Turkey. This discrepancy, where the audience doesn’t align with regions known for speaking the language, is a red flag.

If we’re considering an English-language crypto channel, it typically suggests an international audience, as English’s global use for quality educational content on niche topics like crypto. However, certain considerations apply. For instance, if an English-speaking channel shows a significant percentage of Polish viewers (15% to 30%) without any mention of the Polish language, it could indicate fake followers and views. However, if the channel’s creator is Polish, occasionally posts videos in Polish alongside English, and receives Polish comments, it’s important not to rush to conclusions.


Example of statistics


Wrapping up

These are the main factors to consider when selecting an influencer to promote your crypto product. Once you’ve launched the campaign, there are also some markers to show which creators did bring the authentic traffic and which used some tools to create the illusion of an active and engaged audience. While this may seem obvious, it’s still worth mentioning. After the video is posted, allow 5-7 days for it to accumulate a basic number of views, then check performance metrics such as views, clicks, click-through rate (CTR), signups, and conversion rate (CR) from clicks to signups.

If you overlooked some red flags when selecting crypto channels for your launch, you might find the following outcomes: channels with high views numbers and high CTRs, demonstrating the real interest of the audience, yet with remarkably low conversion rates. In the worst-case scenario, you might witness thousands of clicks resulting in zero to just a few signups. While this might suggest technical issues in other industries, in crypto campaigns it indicates that the creator engaged in the campaign not only bought fake views and comments but also link clicks. And this happens more often than you may realize.

Summing up, choosing the right crypto creator to promote your product is indeed a tricky job that requires a lot of resources to be put into the search process. 

Author Nadia Bubennikova, Head of agency  at Famesters



Nadia Bubennikova, Head of agency at Famesters

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Central banks and the FinTech sector unite to change global payments space





The BIS, along with seven leading central banks and a cohort of private financial firms, has embarked on an ambitious venture known as Project Agorá.

Named after the Greek word for “marketplace,” this initiative stands at the forefront of exploring the potential of tokenisation to significantly enhance the operational efficiency of the monetary system worldwide.

Central to this pioneering project are the Bank of France (on behalf of the Eurosystem), the Bank of Japan, the Bank of Korea, the Bank of Mexico, the Swiss National Bank, the Bank of England, and the Federal Reserve Bank of New York. These institutions have joined forces under the banner of Project Agorá, in partnership with an extensive assembly of private financial entities convened by the Institute of International Finance (IIF).


At the heart of Project Agorá is the pursuit of integrating tokenised commercial bank deposits with tokenised wholesale central bank money within a unified, public-private programmable financial platform. By harnessing the advanced capabilities of smart contracts and programmability, the project aspires to unlock new transactional possibilities that were previously infeasible or impractical, thereby fostering novel opportunities that could benefit businesses and consumers alike.

The collaborative effort seeks to address and surmount a variety of structural inefficiencies that currently plague cross-border payments. These challenges include disparate legal, regulatory, and technical standards; varying operating hours and time zones; and the heightened complexity associated with conducting financial integrity checks (such as anti-money laundering and customer verification procedures), which are often redundantly executed across multiple stages of a single transaction due to the involvement of several intermediaries.

As a beacon of experimental and exploratory projects, the BIS Innovation Hub is committed to delivering public goods to the global central banking community through initiatives like Project Agorá. In line with this mission, the BIS will soon issue a call for expressions of interest from private financial institutions eager to contribute to this ground-breaking project. The IIF will facilitate the involvement of private sector participants, extending an invitation to regulated financial institutions representing each of the seven aforementioned currencies to partake in this transformative endeavour.

Source: fintech.globa

The post Central banks and the FinTech sector unite to change global payments space appeared first on HIPTHER Alerts.

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TD Bank inks multi-year strategic partnership with Google Cloud





TD Bank has inked a multi-year deal with Google Cloud as it looks to streamline the development and deployment of new products and services.

The deal will see the Canadian banking group integrate the vendor’s cloud services into a wider portion of its technology solutions portfolio, a move which TD expects will enable it “to respond quickly to changing customer expectations by rolling out new features, updates, or entirely new financial products at an accelerated pace”.

This marks an expansion of the already established relationship between TD Bank and Google Cloud after the group previously adopted the vendor’s Google Kubernetes Engine (GKE) for TD Securities Automated Trading (TDSAT), the Chicago-based subsidiary of its investment banking unit, TD Securities.


TDSAT uses GKE for process automation and quantitative modelling across fixed income markets, resulting in the development of a “data-driven research platform” capable of processing large research workloads in trading.

Dan Bosman, SVP and CIO of TD Securities, claims the infrastructure has so far supported TDSAT with “compute-intensive quantitative analysis” while expanding the subsidiary’s “trading volumes and portfolio size”.

TD’s new partnership with Google Cloud will see the group attempt to replicate the same level of success across its entire portfolio.


The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.

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