Fintech
Battery Road Capital Corp. Enters into Agreement to Acquire Rare Earth Mining Company in Namibia
Halifax, Nova Scotia–(Newsfile Corp. – October 14, 2020) – Battery Road Capital Corp., (TSXV: BTRY.P) (“Battery Road“), a capital pool company listed on the TSX Venture Exchange (the “TSXV“), is pleased to announce that it has entered into a definitive share exchange agreement dated as of October 10, 2020 and delivered today (the “Definitive Agreement“) with E-Tech Kalapuse Mining (Pty) Ltd. (“E-Tech Namibia“) and the holders of all of the outstanding shares of E-Tech Namibia (the “E-Tech Namibia Shares“), to provide for the completion of a business combination with Battery Road (the “Transaction“). The combined entity (the “Resulting Issuer“) will continue the business of E-Tech Namibia and initially will be engaged in the exploration and development of prospective mineral properties located in Namibia, with a focus on rare earth exploration and development. See “About E-Tech Namibia” below.
The Transaction is intended to constitute the Qualifying Transaction of Battery Road, as such term is defined in Policy 2.4 of the TSXV, and will result in a reverse takeover of Battery Road.
About E-Tech Namibia
E-Tech Namibia is a private company formed under the laws of Namibia that holds an exclusive prospecting licence in the Erongo Region in central west Namibia, which mineral rights include the Eureka Nd-Pr-REE Project. The Eureka Nd-Pr-REE Project hosts the Eureka deposit which is made up of coarse grained monazite-bearing carbonatite dykes intruding (or including) quartzo- feldspathic rocks of the Etusis Formation. E-Tech Namibia has been undertaking geological and mineralogical studies, delineation work, and metallurgical testwork for three years on the Eureka deposit, which remains open laterally and to depth. The deposit has been targeted for the high-grade mono-mineralic nature of its REE (rare earth elements) deportment, with a bias to light REEs and the magnet REE metals neodymium (Nd) and praseodymium (Pr), which are essential components to electric vehicle (EV) motors and wind turbine generators. Logistically advantaged, the deposit is situated adjacent to the arterial B2 tarmac road leading to the container port of Walvis Bay.
The vendors of the E-Tech Namibia Shares are: E-Tech Metals Ltd., a company incorporated under the laws of England and Wales (controlled by Edward Rolstone Loye of Bristol, United Kingdom and Sean Ashley Lapham of Wiltshire, United Kingdom), Kalapuse General Dealer (Pty) Ltd., a company incorporated under the laws of the Republic of Namibia (controlled by Ambrosius Hinanentu Iipinge of Namibia) and Hebron Prospecting (Pty) Ltd., a company incorporated under the laws of Republic of Namibia (controlled by Timothy John Smalley of Windhoek, Namibia) (collectively, the “Vendors“).
As at March 31, 2020 (audited, as provided by E-Tech Namibia), E-Tech Namibia had assets of N$276,009 (CAD$21,931) and liabilities of N$2,065,925 (CAD$164,158). For the year ended March 31, 2020 (audited, as provided by E-Tech Namibia), E-Tech Namibia had no revenue and a net loss for the year of N$838,322 (CAD$66,613).
A National Instrument 43-101 – Standards of Disclosure for Mineral Projects compliant technical report and recommended work program is currently being prepared in respect of E-Tech Namibia’s mining interests, and details of that technical report and further information regarding E-Tech Namibia’s mineral rights will be disclosed in a subsequent news release. Financial information with respect to E-Tech Namibia will also be disclosed in a subsequent news release.
The Qualifying Transaction
Terms of the Transaction
Pursuant to the terms of the Definitive Agreement, Battery Road proposes to acquire each of the 200 issued and outstanding E-Tech Namibia Shares pursuant to the terms of the Definitive Agreement, in exchange for 55,555.6 common shares of the Resulting Issuer (the “Exchange Ratio“). Existing shareholders of E-Tech Namibia Shares are expected to receive 11,111,111 common shares of the Resulting Issuer at a deemed value of $0.216 per share or $2,400,000 in aggregate at closing of the Transaction. Pursuant to the Transaction, the holders of the E-Tech Namibia Shares will become shareholders of the Resulting Issuer.
Conditions of Closing
Completion of the Transaction is subject to a number of conditions, including but not limited to:
- the parties receiving all requisite regulatory approval, including the approval of the TSXV, and any third party approvals and authorizations;
- each of the parties required by the TSXV entering into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV;
- completion of the Concurrent Private Placement (as defined herein) through Numus Capital Corp. (“Numus Capital“);
- the Resulting Issuer meeting the applicable Initial Listing Requirements of the TSXV as a Mining Issuer (pursuant to Policy 2.1 – Initial Listing Requirements of the TSXV), including, without limitation, the public float requirements;
- certain amendments to the Exclusive Prospecting Licence 6762 covering the Eureka Project (granted by Ministry of Mines and Energy) relating to local ownership and management; and
- completion of confirmatory due diligence by Battery Road.
Battery Road expects that upon completion of the Transaction, the Resulting Issuer will be an exploration stage company with no producing properties and, consequently, no current operating income, cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on the mineral interests held by E-Tech Namibia.
Arm’s Length Transaction
E-Tech Namibia and the Vendors are at arm’s length to Battery Road. The proposed Transaction is an arm’s length transaction in accordance with the policies of the TSXV.
About the Resulting Issuer
Board of Directors and Management
Pursuant to the terms of the Definitive Agreement, the board of directors of the Resulting Issuer upon completion of the Transaction shall consist of five directors, with three nominated by management of Battery Road and two nominated by the Vendors until changed in accordance with corporate legislation. All directors must be mutually approved by both Battery Road and the Vendors and acceptable to the TSXV. In addition, the Chief Executive Officer, the Chief Financial Officer, and lead exploration officer of Battery Road and E-Tech Namibia upon completion of the Transaction shall be as mutually agreed among management of Battery Road and the Vendors.
Further information with respect to the identity of each of the proposed directors and officers of the Resulting Issuer will be provided separately, once confirmed.
Other Insiders of the Resulting Issuer
It is expected that E-Tech Metals Ltd. will hold approximately 26% of the outstanding common shares of the Resulting Issuer and will become a new insider of the Resulting Issuer. Further information with respect new insiders will be provided separately, once confirmed.
Concurrent Private Placement
Pursuant to the terms of the Definitive Agreement, E-Tech Namibia intends to complete private placement(s) of its securities for aggregate gross proceeds of up to $2,000,000 prior to completion of the Transaction on market terms as approved by Battery Road and E-Tech (the “Concurrent Private Placement“). It is intended that any E-Tech Namibia Shares issued pursuant to the Concurrent Private Placement will be exchanged for shares of Battery Road based on the Exchange Ratio.
E-Tech Namibia intends to enter into an agreement with Numus Capital on such terms as approved by Battery Road under which Numus Capital will raise up to $2,000,000 on market terms for E-Tech Namibia as part, or all, of the Concurrent Private Placement. Jim Megann, a director of Battery Road, is an officer, director and non-controlling shareholder of Numus Capital. Numus Capital is a subsidiary of Numus Financial. Further information with respect to the Private Placement will be provided separately, once confirmed.
Loans Provided by Numus Financial Inc. (“Numus Financial”)
Pursuant to the terms of the Definitive Agreement, Numus Financial will advance funds in the aggregate amount of up to $500,000 to E-Tech Namibia or E-Tech UK on terms as approved by Battery Road and E-Tech Namibia (the “Numus Loans“). The parties will take such steps as are necessary or desirable such that the Numus Loans will immediately prior to the completion of the Transaction be directly or indirectly settled in exchange for E-Tech Namibia Shares at a value per share equal to the value used to calculate the Exchange Ratio. Any E-Tech Namibia Shares issued pursuant such debt settlement will be exchanged for shares of Battery Road based on the Exchange Ratio. Jim Megann, a director of Battery Road, is an officer, director and non-controlling shareholder of Numus Financial. Shareholders of Numus Financial directly or indirectly own or control 42.4% of the outstanding shares of Battery Road and are expected to directly or indirectly own or control up to 25.6% of the Resulting Issuer. Further information with respect to the any loans to E-Tech Namibia will be provided separately, once confirmed. It is not expected that Battery Road will advance any loans.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the TSXV, Battery Road will file a filing statement or a management information circular on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Transaction, E-Tech Namibia, the Eureka Project, and the Resulting Issuer.
Sponsorship
Sponsorship of the Transaction is required by the TSXV unless an exemption or waiver from sponsorship requirement is available. Battery Road is currently reviewing the requirements for and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV. Battery Road intends to include any additional information regarding sponsorship in a subsequent news release.
Trading Halt
Trading in the common shares of Battery Road are presently suspended and will remain so until the Transaction is completed and approved by the TSXV.
Further Information
Battery Road will issue additional news releases related to the Transaction, the Concurrent Private Placement and other material information as it becomes available
About Battery Road Capital Corp.
Battery Road is a Capital Pool Company listed on the TSX Venture Exchange. Its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. Battery Road has not commenced commercial operations and has no assets other than cash.
For further information please contact:
Jim Megann, Director
Battery Road Capital Corp.
902-442-7192
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 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. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Battery Road to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Examples of such statements include the intention to complete the Qualifying Transaction. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the Amalgamation Agreement; satisfying the requirements of the TSXV with respect to the acquisition and the qualifying transaction; consumer interest in Battery Road’s services and products; competition; and anticipated and unanticipated costs. While Battery Road anticipates that subsequent events and developments may cause its views to change, Battery Road specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Battery Road’s views as of any date subsequent to the date of this press release. Although Battery Road has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Battery Road. Additional factors are noted under “Risk Factors” in Battery Road’s initial public offering prospectus dated August 10, 2018, a copy of which may be obtained on the SEDAR website at www.sedar.com.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/65911
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.
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Comments
There are several levels related to this point.
LEVEL 1
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:
LEVEL 2
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.
LEVEL 3
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.
LEVEL 4
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.
LEVEL 1
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.
LEVEL 2
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
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.
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.
Source: fintechfutures.com
The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.
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