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Acquisition of Securities of Cansortium, Inc.

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Toronto, Ontario–(Newsfile Corp. – January 26, 2021) – William Smith announces that pursuant to the terms of a proposed agreement (the “Proposed Agreement“) among William M. Smith (“Smith“), certain companies controlled by Smith (the “Smith Companies” and, together with Smith, the “Smith Group“) and Cansortium, Inc. (“Cansortium“), the Smith Group has received 1,421,538 proportional voting shares of Cansortium (the “Acquired PV Shares“) and, assuming that the Proposed Agreement is completed, the Smith Group will be entitled to keep the Acquired PV Shares, receive an additional 4,988,520 common shares of Cansortium (the “Additional Acquired Shares“) and receive an Amended and Restated Promissory Note in the principal amount of $12,933,290.02 convertible into common shares of Cansortium at a conversion price of $0.60 per common share, subject to adjustment (the “Convertible Note“). The Acquired PV Shares were delivered to the Smith Group in December 2020.

Prior to receiving the Acquired PV Shares, the Smith Group held 13,412,622 common shares of Cansortium representing 6.75% of the outstanding common shares and no proportional voting shares, and 222,222 warrants to purchase additional common shares at an exercise price of $0.45 per share.

Upon completion of the Proposed Agreement and delivery to the Smith Group of the Additional Acquired Shares and Convertible Note, the Smith Group will hold 1,421,538 proportional voting shares, representing 66.81% of the outstanding proportional voting shares, and 18,401,142 common shares, representing 9.26% of the outstanding common shares. Each proportional voting share carries 10 votes per share and is also convertible into 10 common shares.

Upon conversion of the Convertible Note, conversion of the Acquired PV Shares and exercise of the Warrants, the Smith Group would hold 54,394,227 common shares of Cansortium, representing 27.36% of the outstanding common shares.

All percentages above are based on the number of issued and outstanding common and proportional voting shares as disclosed in the Cansortium’s financial statements for the nine months ended September 30, 2020.

Pursuant to the terms of the Proposed Agreement, which have been negotiated by the parties to, amongst other things, assist Cansortium in the restructuring of debt owed by Cansortium to members of the Smith Group, no additional cash consideration will be paid by the Smith Companies as the principal amount of the Convertible Note represent debt and other obligations previously owed by Cansortium to members of the Smith Group and the Acquired PV Shares and the Additional Acquired Shares will be transferred to the Smith Group in partial consideration for the Smith Group entering into the Agreement.

The Agreement also provides that the 14,215,380 common shares of Cansortium that the Acquired PV Shares are convertible into plus an additional 4,400,005 common shares held or to be held by the Smith Group shall be subject to a price “Floor” of $0.65 per share guaranteed by Cansortium and its subsidiaries. The Floor shall expire at 5:00 P.M. on May 31, 2023. If during that time period, members of the Smith Group elect to sell some or all of its common shares subject to the Floor, and the purchase price is less than $0.65 per share, then Cansortium (or its designee) shall have the first right to purchase all or any portion of the contemplated Common Shares to be sold for $0.65 per common share. Alternatively, Cansortium may elect to pay in cash to the seller on the date of such sale the difference between $0.65 and the actual sale price per common share. The price Floor shall be cancelled if the closing price of the common shares is $4.13 per common shares or more for twenty (20) consecutive trading days while maintaining a trading volume of at least three (3) million common shares each trading day of such period.

The Smith Group acquired the securities for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of Cansortium through market transactions, private agreements, treasury issuances, exercise of warrants, or otherwise.

The Smith Group’s address is 155 Middle Plantation Lane, Gulf Breeze, Florida 32561. A copy of the Early Warning Report will appear under the profile of Cansortium on the SEDAR website at www.sedar.com. Cansortium’s head office is located at 82 NE 26th Street, Unit 110, Miami, Florida, 33137.

For further information or to obtain a copy of the Early Warning Report, please contact William Smith at [email protected].

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Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA)

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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

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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:

  1. Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
  2. 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.
  3. Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
  4. Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.

 

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SPAYZ.io prepares for iFX EXPO Dubai 2025

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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.

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Airtm Enhances Its Board of Directors with Two Strategic Appointments

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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.

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