Fintech
Usewalter Announces C$4,125,000 Private Placement
Montreal, Quebec–(Newsfile Corp. – January 11, 2021) – GOLO Mobile Inc. doing business as Usewalter (TSXV: WLTR) (“Usewalter” or “the Company”) today announced that it has entered into subscription agreements with certain insiders and related parties to complete a non-brokered, non-arm’s length private placement of an aggregate of 45,833,331 common shares of the Company (the “Shares”) at a price of C$0.09 per Share for aggregate gross proceeds of C$4,125,000 (the “Private Placement”).
Closing of the Private Placement is subject to approval of the TSXV and other closing conditions customary for offerings of this nature. The Company intends to use the net proceeds of the Private Placement to fund general working capital requirements and for general corporate purposes.
In connection with the Private Placement, Paysafe UK GOLO Holdco Limited (“UK Holdco”), James McRoberts, Danny Chazonoff, and Habsfan Holdings Inc. (“HHI”) are expected to purchase 27,777,777 Shares, 4,166,666 Shares, 7,222,222 Shares and 6,666,666 Shares, respectively. Each of the subscribers is a related party of the Company and, as a result, the Private Placement will be a related party transaction for purposes of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”). On the date hereof, UK Holdco, Mr. McRoberts and HHI (including persons affiliated with each of them, respectively) own, directly or indirectly, approximately 46.9%, 19.3% and 6.0%, respectively, of the issued and outstanding Shares on an undiluted basis, each of Mr. McRoberts and HHI (including persons affiliated with each of them, respectively) hold certain warrants to acquire additional Shares and Mr. Chazonoff holds certain options to acquire additional Shares. Following completion of the Private Placement, UK Holdco, Mr. McRoberts, Mr. Chazonoff and HHI (including persons affiliated with each of them, respectively) will hold approximately 50.01%, 17.02%, 3.57% and 7.96%, respectively, of the issued and outstanding Shares on an undiluted basis.
The Company will rely on the exemption from the requirement to obtain a formal valuation in Section 5.5(g) of MI 61-101 and on the exemption from the requirement to obtain minority approval in Section 5.7(1)(e) of MI 61-101 as: (i) the Board, and each of the Company’s independent directors in respect of the Private Placement, acting in good faith have determined that: (A) the Company is in serious financial difficulty; (B) the Private Placement is designed to improve the financial position of the Company; (C) Section 5.5(f) of MI 61-101 is not applicable; and (D) the terms of the Private Placement are reasonable in the circumstances of the Company; and (ii) there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the Company’s shareholders for the Private Placement. To Usewalter’s knowledge, no formal valuation of the Company or its securities or material assets has been made in the 24 months prior to the date hereof.
Following discussion and deliberation among the members of the Board who are independent with respect to the Private Placement, the Board determined that the Private Placement is in the best interests of the Company and the Private Placement was unanimously approved by the Board, provided that Danny Chazonoff disclosed his interest in the resolutions relating to the Private Placement and abstained from voting thereon in accordance with Section 120 of the Canada Business Corporations Act. In considering and approving the Private Placement and relying on the formal valuation exemption in Section 5.5(g) of MI 61-101 and the minority approval exemption in section 5.7(1)(e) of MI 61-101, the Board took into account factors including, but not limited to: (i) the financial position and outlook of the Company, including as more particularly disclosed in the Company’s financial statements and management’s discussion and analysis for the three and nine months ended September 30, 2020; (ii) the Company’s immediate and pressing need for capital to fund its working capital needs, the speed and certainty with which the Private Placement could be completed and the fact that the Private Placement is essential to fund such immediate working capital needs; (iii) the alternative sources of financing explored by the Company and the lack of alternative sources that could be completed on similarly favourable terms or quickly enough to satisfy the Company’s immediate working capital needs or with adequate certainty of completion; and (iv) its understanding that the terms of the Private Placement are likely more favourable to the Company than those that could be obtained from arm’s length investors for similar aggregate proceeds.
The Company expects that it will not file a material change report in respect of the Private Placement more than 21 days before the expected closing date of the Private Placement as the Company wishes to close the Private Placement on an expedited basis for sound business reasons and in a timeframe consistent with usual market practice for transactions of this nature.
About Usewalter
Usewalter is a smart building technology SaaS solution for property managers and residents in high‐density urban environments. Designed as ‘the one app no one can live without’, Usewalter enables efficient and cost‐effective management of a building across the key areas of communication, Internet of Things management and commerce and delivery within multi‐residential and commercial properties. The Company is positioned to leverage its first‐mover advantage to access new markets, secure additional partners and further build revenue momentum. Usewalter is publicly traded on the TSXV. Learn more at www.usewalter.com.
Forward-Looking Information
When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements and information in this news release are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. The forward-looking statements and information in this news release include, without limitation: information relating to the Private Placement including the timing and ability of the parties to satisfy the conditions to the completion thereof; the approval of the TSXV for the Private Placement; the terms of the Private Placement (including the structure, subscribers, size, offering price, securities to be issued, and gross proceeds); the use of proceeds from the Private Placement; and the post-closing shareholdings of the Private Placement subscribers.
With respect to the forward-looking statements contained in this news release, assumptions have been made regarding, among other things: the completion of the Private Placement; timing of receipt of approvals of the TSXV for the Private Placement; the Company’s ability to achieve, sustain or increase profitability, and fund its operations with existing capital and/or raise additional capital to fund operations; expenditures by the Company, merchants and customers in the Company’s network; continuing demand for the Company’s services and the pricing of such services; the ability of the Company to market its services successfully to existing and new merchants and customers; the economy generally; competition in the mobile delivery industry; stability of the general regulatory environment in which the Company operates; and the absence of significant disruptions to the Company’s operations such as may result from pandemic, harsh weather, natural disaster, accident or other calamitous event.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Private Placement will be completed on the terms contemplated in this news release or at all; there is no assurance that the Company will obtain all requisite approvals for the Private Placement, including the approval of the TSXV; following completion of the Private Placement, the Company may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Company; although the Company has expectations regarding the use of proceeds from the Private Placement, there may be circumstances where, for business reasons, a reallocation of funds may be necessary as may be determined at the Company’s discretion and there can be no assurance as to how those funds may be reallocated; and the other risk factors that are set forth under the heading “Risk Factors” in the Company’s Management Information Circular dated July 23, 2020, which is available on SEDAR at www.sedar.com.
The Company cautions that the foregoing lists of assumptions and risks are not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing assumptions and risks and other uncertainties and potential events. The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. GOLO does not undertake to publicly update or revise the forward-looking information contained in this news release to reflect new events or circumstances, except as required pursuant to applicable laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
1-855-465-6515
[email protected]
Cindy Gray
5 Quarters Investor Relations, Inc.
(403) 231-4372
[email protected]
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) is responsible for the adequacy or accuracy of this press release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES
Fintech
Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA)
As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.
Chime’s Quiet Step Toward Public Markets
Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.
With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.
Source: Bloomberg
ZBD’s Pioneering Achievement: EU MiCA License Approval
ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.
MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.
Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.
Source: Coindesk, PR Newswire
The Fintech-Credit Union Synergy: A Blueprint for Innovation
The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.
This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.
Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.
Source: PYMNTS
Tackling Student Loan Debt: A Fintech’s Mission
Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.
The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.
As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.
Source: RBJ
Industry Implications and Takeaways
Today’s updates underscore several key themes shaping the fintech landscape:
- Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
- Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
- Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
- Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.
The post Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA) appeared first on News, Events, Advertising Options.
Fintech
SPAYZ.io prepares for iFX EXPO Dubai 2025
Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.
SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.
Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.
“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”
Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.
The post SPAYZ.io prepares for iFX EXPO Dubai 2025 appeared first on News, Events, Advertising Options.
Fintech
Airtm Enhances Its Board of Directors with Two Strategic Appointments
Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.
“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”
Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.
Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.
The post Airtm Enhances Its Board of Directors with Two Strategic Appointments appeared first on News, Events, Advertising Options.
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