Fintech
Cardinal Capital and MindHealth Biomed Announce Signing of Definitive Agreement for Reverse Takeover
Toronto, Ontario–(Newsfile Corp. – September 14, 2020) – Cardinal Capital Partners Inc. (the “Company” or “Cardinal“) and MindHealth Biomed Corp. (“MindHealth“, and together with Cardinal, the “Parties“) are pleased to announce that they have entered into a binding definitive agreement dated September 11, 2020 (the “Definitive Agreement“) pursuant to which the Parties intend to complete a business combination transaction, which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of Cardinal by MindHealth (the “Transaction“). The combined public company resulting from the Transaction (the “Resulting Issuer“) will carry on the business of MindHealth.
About MindHealth
MindHealth is a private, British Columbia company, with a mission to become the leading supplier of branded medicinal-grade psilocybin mushroom products to the global legal psychedelic research, medical and nutraceutical industries. MindHealth intends to capitalize on significantly lower cost production in Africa to distribute and supply internationally certified medical grade psilocybin mushroom products to legal export markets, to differentiate itself through best of class cultivation, processing, distribution, brand and retail services. MindHealth currently possesses a cultivation, processing and export license for psilocybin mushrooms in Lesotho, in Southern Africa (which is one of the first commercial medical grade psilocybin mushroom cultivation licenses globally), and has commenced the build-out of a fully integrated cultivation, processing and product manufacturing facility to international standards at its licensed facility.
MindHealth is led by a team of executives who previously lead Canopy Growth Africa, with a proven track record of execution and creation of shareholder value in Southern Africa and internationally.
The Transaction
Under the terms of the Definitive Agreement, the Transaction will be completed by way of a three-cornered amalgamation (the “Amalgamation“) among Cardinal, MindHealth, and 1264216 B.C. Ltd. (“Subco“), a wholly owned subsidiary of Cardinal incorporated for the purposes of completing the Transaction, under the Business Corporations Act (British Colombia). The Amalgamation will result in MindHealth combining its corporate existence with Subco, and the entity resulting from the Amalgamation will be a wholly-owned subsidiary of Cardinal.
Shareholders Meetings
Prior to the completion of the Transaction, Cardinal intends to hold an annual, general and special meeting of shareholders to approve certain matters required to be completed in connection with the Transaction pursuant to the Definitive Agreement, including, among other things, (i) a consolidation of the issued and outstanding common shares of Cardinal (the “Cardinal Shares“) on the basis of one (1) post-consolidation Cardinal Share for every 19.24 pre-consolidation Cardinal Shares (the “Consolidation“), (ii) the Board and Management Reconstitution (as defined and described below), and (iii) a change in the name of Cardinal to “MindHealth Biomed Corp.” or such other name as may be accepted by the relevant regulatory authorities and acceptable to MindHealth (the “Name Change“).
MindHealth also intends to hold a special meeting of shareholders to approve, among other things, the Transaction and the Amalgamation.
Securities Exchange
Under the terms of the Definitive Agreement, in connection with the Transaction:
(i) the holders of the issued and outstanding common shares of MindHealth (the “MindHealth Shares“) will receive (A) if the Consolidation is completed in accordance with its terms prior to the closing of the Transaction, 1.0649 common shares of the Resulting Issuer (the “Resulting Issuer Shares“) for each MindHealth Share held, or (B) if the Consolidation is not completed in accordance with its terms prior to the closing of the Transaction, 20.4904 Resulting Issuer Shares for each MindHealth Share held (the “Exchange Ratio“); and
(ii) all outstanding exercisable or convertible securities of MindHealth (collectively, the “MindHealth Convertible Securities“) will be exchanged for equivalent exercisable or convertible securities of the Resulting Issuer (the “Resulting Issuer Convertible Securities“), as determined in accordance with and to give effect to the Exchange Ratio, and entitling the holders thereof to acquire Resulting Issuer Shares in lieu of MindHealth Shares, subject to any adjustments required pursuant to the terms of such MindHealth Convertible Securities or to comply with applicable laws.
Upon closing of the Transaction, and assuming that the Consolidation is completed in accordance with its terms prior to the closing of the Transaction (but without accounting for securities of MindHealth issued in the Potential MindHealth Private Placement, as defined below), it is expected that the Resulting Issuer will have approximately 49,638,931 Resulting Issuer Shares issued and outstanding (on a non-diluted basis), of which (i) approximately 45,972,274 Resulting Issuer Shares (or 92.613%) will be held by the former MindHealth shareholders, and (ii) approximately 3,666,657 Resulting Shares (or 7.387%) will be held by the shareholders of Cardinal existing prior to closing (which includes Cardinal Shares held by certain eligible finders of Cardinal).
The Transaction is an arm’s length transaction and is subject to customary closing conditions and requisite regulatory approvals, as described below.
MindHealth Private Placement
As previously announced in the Company’s press release dated August 11, 2020 and filed on SEDAR, MindHealth recently completed an oversubscribed, non-brokered private placement for aggregate gross proceeds of CAD$4,791,720. MindHealth considers itself adequately financed to execute on its business plan for the foreseeable future, however, contingent on market conditions, prior to the completion of the transaction, MindHealth may complete an additional non-brokered private placement of equity, debt or convertible securities of MindHealth (the “Potential MindHealth Private Placement“), on terms and conditions determined by MindHealth at an issue price per security of not less than CAD$0.25.
Proposed Directors and Officers of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will be reconstituted such that the directors of the Resulting Issuer will be comprised of Jody Aufrichtig (Chairman), Gavin Basserabie and three (3) other nominees of MindHealth, and the officers of the Resulting Issuer will be comprised of Mr. Aufrichtig and two (2) other nominees of MindHealth (the “Board and Management Reconstitution“). Further details about the proposed nominee directors and officers of the Resulting Issuers (including biographies) will be provided in a comprehensive press release at such time as the parties have settled upon all nominees.
Closing Conditions
Completion of the Transaction is subject to a number of conditions customary to transactions of the nature of the Transaction, including, but not limited to: (i) the receipt of all required regulatory, corporate, shareholder, stock exchange, and third-party approvals, and (ii) the completion of the Consolidation, the Name Change, and the Board and Management Reconstitution. There can be no assurance that any one or more of the Transaction, the Consolidation, the Name Change, the Board and Management Reconstitution, and/or any other matters to be undertaken in connection with the Transaction will be completed as proposed or at all.
Additional details of the Transaction will be available in the related meeting materials to be mailed to shareholders of Cardinal and MindHealth in connection with the various matters required to be approved by the Shareholders of Cardinal and MindHealth in connection with the Transaction and the disclosure document to be prepared in connection with the Transaction (the “Disclosure Document“).
The management information circular prepared in respect of the meeting of the shareholders of Cardinal (the “Cardinal Circular“), and the Disclosure Document will be filed and be available for viewing on SEDAR under the Company’s profile. Readers are cautioned that, except as disclosed in the Cardinal Circular or the Listing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
About Cardinal Capital Partners Inc.
Cardinal is an Ontario corporation and a reporting issuer in the Provinces of British Columbia, Alberta, Ontario, Nova Scotia, with no current activities or operations.
For additional information on Cardinal Capital Partners Inc.
Chris Carmichael
Director
Telephone: 647-225-4337
Email: [email protected]
For additional information on MindHealth Biomed Corp.
Jody Aufrichtig
Chief Executive Officer
Email: [email protected]
Cautionary Statements
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and MindHealth with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, but is not limited to, information regarding: (i) expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied including, but not limited to, the necessary board, shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all, (ii) the timing for completing the Transaction, (iii) the preparation and delivery to shareholders of a management information circular, the timing associated with its preparation and delivery to shareholders and the convening of the necessary shareholder meetings, (iv) the business plans and expectations of the Company, (v) the issuance of and timing associated with issuing a further comprehensive press release or press releases, and (vi) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company and MindHealth’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and MindHealth believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: (i) approval of the Transaction by the shareholders of MindHealth and Cardinal (including, as applicable, the Name Change, the Consolidation, and the Board and Management Reconstitution), (ii) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule, (iii) the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors, (iv) changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws and regulations both locally and in foreign jurisdictions, (v) compliance with extensive government regulation and the costs associated with compliance, (vi) the risks and uncertainties associated with foreign markets, (vii) risks associated with the COVID-19 pandemic and (vii) the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and MindHealth and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and MindHealth have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Neither the Company nor MindHealth intend, nor assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
All information contained in this press release relating to MindHealth, including information on MindHealth’s business, has been provided to the Company by MindHealth. The Company has relied upon this information without having made independent inquiries as to its accuracy or completeness, and as such, assumes no responsibility for the inaccuracy or incompleteness of any information provided by MindHealth, or for any failure of MindHealth to disclose events that may have occurred or that may affect the significance or accuracy of any such information or for any failure of MindHealth to update or amend such information, whether as a result of new information, future events or otherwise.
No stock exchange nor IIROC accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Fintech is on an accelerated trajectory of investment, collaboration, and innovation. This pulse tracks the most significant developments in the sector, from high-profile investments to global platform expansions. Each update in this briefing serves as a key indicator of where the industry is headed.
1. European Fintechs Face Regulatory Pressures Amid New Investment Surge
The European fintech sector finds itself at a crossroads with increasing scrutiny and rising costs due to stringent regulations. While investments continue to flow into the continent’s financial technology companies, challenges in meeting new compliance requirements, especially around data privacy and cybersecurity, create a complex landscape for scaling. This tension between opportunity and operational limitations might affect European fintechs’ growth strategies.
Source: Financial Times
2. Shopify, Slack Founders Join Peter Thiel in Fintech Investment Push
Tobi Lütke of Shopify and Stewart Butterfield of Slack, along with investor Peter Thiel, have co-invested in a new fintech initiative that aims to bolster small business access to capital. By merging technology with a streamlined funding model, this new initiative targets underserved SMBs, highlighting a broader trend of high-profile tech leaders pivoting to fintech investment. The participation of Lütke and Butterfield signals increased cross-sector collaboration in fintech, bringing expertise from e-commerce and communication technology into the financial arena.
Source: Yahoo Finance
3. Lean Technologies Raises $67.5 Million to Drive Fintech Innovation in the Middle East
Riyadh-based fintech platform Lean Technologies recently secured a $67.5 million Series B investment round, aiming to expand its operations across the Middle East. This funding reflects growing investor interest in emerging markets and the potential of Middle Eastern fintech to bridge regional gaps in financial services access. As Lean Technologies broadens its service offerings, the funding will support further technological integration and scalability across financial ecosystems in the region.
Source: Fintech Global
4. Apollo Global Management Invests in Fintech for Private Offerings Support
Apollo Global Management has taken steps to enhance its services for private offerings by investing in specialized fintech solutions. This development signifies a growing trend among private equity firms to adopt fintech as a core component in their service expansion, particularly for personalized client services. Apollo’s strategy of integrating fintech solutions into private offerings marks a strategic shift toward digitalization within traditional financial sectors.
Source: Bloomberg
5. Juniper Research Names 2025’s Future Leaders in Fintech
Juniper Research has revealed its picks for the top future leaders in fintech for 2025. This list emphasizes innovation in fields such as AI, open banking, and decentralized finance, highlighting startups that exhibit potential for reshaping industry standards. As these up-and-coming firms push the boundaries of traditional finance, they exemplify the rising tide of next-generation financial technology poised to become industry mainstays.
Source: Globe Newswire
Conclusion
The convergence of seasoned tech giants with fintech, new funding rounds for region-specific platforms, and the rise of future industry leaders underscore the momentum of the fintech sector. Each of these stories reflects a broader narrative: fintech is not only diversifying in services but also rapidly integrating into traditional finance and tech, paving the way for a transformative era.
The post Fintech Pulse: Evolving Fintech Investments and Partnerships Signal Industry Transformation appeared first on HIPTHER Alerts.
In this edition of Fintech Pulse, we delve into groundbreaking announcements from the 2024 Hong Kong Fintech Week, spotlight strategic collaborations fostering financial accessibility, and examine significant profit growth in global fintech companies. Here’s our comprehensive breakdown of the latest happenings in fintech.
1. Bairong’s Full-Scenario AI Products Showcase at Hong Kong Fintech Week
Source: PRNewswire
At the 2024 Hong Kong Fintech Week, Bairong showcased its range of AI-driven solutions designed to support the digital transformation of financial institutions. Their new “full-scenario” suite aims to enhance data analysis, financial risk management, and credit scoring. The offering underscores Bairong’s strategic vision to advance financial decision-making with AI technology that serves a variety of sectors, including banking, insurance, and asset management.
This development aligns with broader industry trends emphasizing the power of AI to bridge operational gaps in traditional finance. Bairong’s solutions promise to optimize financial workflows, identifying high-risk factors in real-time. The commitment to developing comprehensive, adaptable AI tools demonstrates Bairong’s ambition to stay at the forefront of AI-powered fintech innovations.
2. SBI and APIX Establish Innovation Hub to Propel Fintech Partnerships
Source: The Paypers
SBI Holdings, Japan’s major financial services group, recently announced the launch of an Innovation Hub in partnership with APIX to advance fintech collaboration and innovation. The hub will serve as a catalyst for startups and financial technology firms to collaborate, leveraging APIX’s open innovation platform for API exchange.
Through this hub, SBI and APIX aim to address critical technological needs in the fintech sector. Startups and established firms can collaborate on new technologies and bring forward interoperable systems for the industry. This initiative marks a new phase in fintech alliances, where regulatory support and open innovation can accelerate fintech growth on a global scale.
3. Wise’s Record Profits Point to Growing Market Dominance
Source: MSN
British fintech giant Wise reported a 55% surge in profits, driven by an expanding customer base and increased market share. The company’s cross-border payment solutions are seeing widespread adoption, as it provides individuals and businesses with affordable currency exchange options, bypassing high fees associated with traditional banks.
Wise’s success underscores the current demand for transparent, low-cost international payments. As the firm continues to focus on product expansion and market penetration, its financial trajectory showcases how fintech firms can challenge the status quo in cross-border transactions, maintaining profitability while serving a rapidly growing user base.
4. Parker Secures $20 Million Series B Funding for Fintech Data Suite
Source: Forbes
Fintech startup Parker raised $20 million in a Series B funding round, with the goal of expanding its suite of financial data tools. Parker’s product range enables small and medium enterprises (SMEs) to gather and analyze data, facilitating more informed financial decisions. This funding reflects investor confidence in the need for specialized financial data tools tailored to SMEs, a sector often underserved in financial innovation.
By addressing the needs of smaller businesses, Parker is positioning itself as a key player in the niche market of financial data, which has typically been dominated by larger corporate-focused platforms. This funding round highlights the growing trend of venture capital backing for niche fintech solutions aimed at smaller, agile businesses.
5. The Payments Group and HubPeople’s Cash Payments Initiative for Online Daters
Source: PRNewswire
The Payments Group, a digital payments solution provider, announced a collaboration with HubPeople, an online dating platform, to integrate cash payment solutions for over 100 million users globally. This partnership aims to reach users who may not have access to traditional banking or prefer alternative payment methods.
The initiative points to the broader trend of payments inclusivity in fintech, whereby payment firms are making financial transactions more accessible for underserved communities. By integrating cash payment solutions, The Payments Group and HubPeople highlight the importance of flexibility in payment options, acknowledging the diverse financial preferences of users worldwide.
Industry Implications and Observations
These stories collectively reveal several key trends and insights about the evolving fintech landscape. The focus on AI, digital collaboration hubs, profitability through transparency, specialized data tools, and inclusive payment solutions are reshaping financial services. Fintech’s current trajectory indicates a robust push towards not only digital transformation but also inclusivity and global accessibility.
As financial technology continues to innovate, these advancements illustrate the increasing overlap between technology and finance, as well as the potential for fintech to foster inclusive growth. With companies like Bairong and Wise setting benchmarks for AI and cross-border payments, respectively, and emerging startups like Parker developing new, data-centric tools, fintech’s future promises a dynamic shift towards improved service and enhanced user engagement.
The post Fintech Pulse: Industry Innovations and Partnerships Drive Global Fintech Forward appeared first on HIPTHER Alerts.
In today’s dynamic fintech landscape, developments range from notable appointments to industry conferences, global ranking achievements, and the ongoing struggle between digital innovation and traditional cash reliance. This op-ed-style daily briefing dives into key updates and their potential impacts on the fintech industry, touching on politics, corporate shifts, and emerging trends.
1. Trump’s Potential Impact on Fintech: Policy Shifts and Market Reactions
As Donald Trump continues to be a central figure in U.S. politics, his stance on financial regulations and fintech could significantly influence the sector’s future. Historically, Trump has advocated for deregulation, which benefited banks and other financial services firms. His policies were known to relax certain compliance requirements, which made it easier for fintech companies to expand.
Under Trump’s administration, fintech firms might anticipate reduced regulatory constraints, particularly for newer sectors such as crypto and online lending. This relaxed stance could lower compliance costs for startups, allowing more resources to flow into technology and product innovation. However, a deregulated environment also increases the risk of market manipulation and consumer harm, raising concerns among advocates for tighter oversight.
The question remains whether a Trump-influenced regulatory environment would favor long-term fintech innovation or lead to an environment that could increase risks for both investors and consumers. As debates continue, fintech companies may need to be agile in adjusting to potential policy changes.
Source: Forbes
2. Hong Kong’s Love for Cash: Fintech Growth Stymied by Cultural Preferences
Hong Kong’s journey toward a cashless society faces a unique cultural hurdle—its residents’ affinity for cash, particularly among taxi drivers. Despite the proliferation of digital wallets and payment platforms in Asia, cash remains king in this metropolis. The attachment to cash among certain groups, especially cab drivers, poses a significant challenge for fintech companies aiming to promote mobile and digital payments in Hong Kong.
This resistance to cashless options highlights the complexities of fintech adoption, where technology alone cannot drive transformation without aligning with user behavior. For Hong Kong, overcoming this challenge may require fintech firms to develop hybrid solutions that incorporate cash with digital functionality or offer incentives for digital adoption. Until then, Hong Kong’s fintech ambitions will remain somewhat constrained by the cultural fondness for cash.
This preference for cash also has implications for Hong Kong’s broader economy. If the city cannot shift toward digital transactions, it may fall behind other financial hubs in terms of fintech innovation and integration.
Source: Bloomberg
3. Dave Inc. Joins the KBW Fintech Conference: Setting the Stage for New Partnerships
Next week, Dave Inc. is set to participate in KBW’s annual Fintech Conference, a major industry event in New York City. Scheduled for November 14, the conference will bring together industry leaders, investors, and innovators. Dave Inc.’s involvement underscores its ongoing commitment to establishing new partnerships and tapping into emerging fintech trends.
For Dave, a prominent U.S.-based neobank, participating in high-profile conferences like this not only enhances visibility but also presents networking opportunities with potential investors and partners. The company’s growth strategy focuses on making financial services more accessible and affordable for underserved communities. With industry leaders present, the conference may foster collaborative efforts, especially in areas such as lending, personal finance, and digital banking.
The KBW Fintech Conference could provide Dave Inc. with critical insights and alliances to further its mission, potentially accelerating product innovation and geographical expansion.
Source: GlobeNewswire
4. MeridianLink’s Recognition in IDC Fintech Rankings: A Boost in Reputation
MeridianLink has recently been recognized in IDC’s Global Fintech Rankings, securing a spot in the Top 50. This accolade acknowledges the company’s commitment to digital transformation within the financial services sector, where it focuses on providing cloud-based software solutions for banks, credit unions, and financial institutions.
Being named to this prestigious list elevates MeridianLink’s reputation within the fintech community. This recognition could help MeridianLink secure more significant contracts with major financial institutions, as industry recognition often leads to increased trust among potential clients. Additionally, this placement in the IDC rankings may serve as a strategic advantage when pursuing funding and partnerships in a competitive market.
This recognition is a testament to MeridianLink’s innovation in fintech, showing how its cloud-based solutions align with industry trends toward digital-first financial services.
Source: Business Wire
5. Leadership Change at Alliant Credit Union: Navigating Transition with New Interim CEO
Alliant Credit Union has named Ken Schaafsma as the interim CEO following the departure of Dennis Devine. Schaafsma, who was previously the CFO, will guide the organization through this transitional phase as it searches for a permanent CEO. Leadership changes in financial institutions often signal shifts in strategic focus or operational adjustments, and Schaafsma’s background in finance could mean an emphasis on fiscal discipline and profitability.
As a credit union with a significant member base, Alliant’s choice of leadership may influence its approach to digital services and customer engagement. With Schaafsma’s familiarity with the organization’s financial health, his interim tenure may bring stability during this transitional period.
In an industry undergoing rapid digital transformation, Alliant Credit Union’s ability to maintain a clear strategic vision and leadership stability will be crucial in keeping pace with fintech competitors.
Source: Fintech Futures
The post Fintech Pulse: The Latest Trends and Insights Shaping Fintech appeared first on HIPTHER Alerts.
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