Fintech
Cuspis Capital Ltd. Announces Subscription Receipt Financing of Graphene Manufacturing Group Pty Ltd. & Changes in Accordance With New CPC Policy
Toronto, Ontario–(Newsfile Corp. – February 5, 2021) – CUSPIS CAPITAL LTD. (TSXV: CUSP.P) (the “Company“) a capital pool company as defined under TSX Venture Exchange (the “TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies (“Policy 2.4“), is pleased to provide an update to its press releases of August 19, 2020, August 31, 2020, and December 22, 2020, regarding its transaction with Graphene Manufacturing Group Pty Ltd. (“GMG“), a private company incorporated under the laws of Australia, and the intended target of the Company’s Qualifying Transaction, as such term is defined in Policy 2.4 (the “QT“). In addition, the Company announces that it intends to implement certain amendments to align with the TSX Venture Exchange’s (the “Exchange“) recently announced changes to its Capital Pool Company (“CPC“) Program and Exchange Policy 2.4 – Capital Pool Companies (“Policy 2.4“), effective as of January 1, 2021 (the “New CPC Policy“).
Subscription Receipt Financing of Graphene Manufacturing Group Pty Ltd.
GMG intends to complete a non-brokered private placement (the “Offering“) of up to 2,310,000 subscription receipts (the “Subscription Receipts“), at a price of C$0.65 per Subscription Receipt, for aggregate gross proceeds of up to C$1,501,500, with the option to increase the Offering for the issuance of up to 3,077,000 Subscription Receipts for aggregate gross proceeds of up to C$2,000,050, at the discretion of GMG’s board of directors.
As previously disclosed, GMG will effect a share split (the “Split“) on the basis of twenty two (22) post-Split ordinary shares in the capital of GMG for every one (1) pre-Split ordinary share held, in connection with the QT. The Subscription Receipts will automatically convert into units of GMG (the “Units“) immediately prior to the listing of GMG’s post-Split ordinary shares (the “GMG Shares“) on the Exchange in connection with the QT. Each Unit will consist of one (1) GMG Share and one-half (1/2) of one ordinary share purchase warrant in the capital of GMG (each, a “GMG Warrant“), with each whole GMG Warrant exercisable into one (1) GMG Share at a price of C$1.00 for a period of eighteen (18) months from the date of issuance.
All proceeds of the Offering are to be held by the subscription receipt agent in trust and will be released to GMG concurrently upon the conversion of the Subscription Receipts into Units (the “Subscription Receipt Conversion“). In the event that the QT is not completed and the GMG Shares are not listed on the Exchange, the proceeds of the Offering will be returned to the subscribers.
GMG may pay finder’s fees to various parties in connection with the Offering equal to (i) a cash payment equal to 6% of the proceeds from investors introduced by the applicable finder; and (ii) ordinary share purchase warrants in the capital of GMG (the “Finder Warrants“) equal to 6% of the Subscription Receipts subscribed for by investors introduced by the applicable finder (collectively, the “Finder’s Fees“). Each Finder Warrant will be exercisable for one GMG Share at an exercise price of C$0.65 for a period of 18 months from issuance. The Finder’s Fees will be paid at the time of the Subscription Receipt Conversion.
The Subscription Receipts and all underlying securities to be issued pursuant to the Offering will be subject to a four-month hold period under applicable Canadian securities laws. Completion of the QT and the listing of the GMG shares on the Exchange remains subject to a number of conditions, including but not limited to, the filing of disclosure documents and regulatory approval. There can be no assurance that the QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in disclosure documents to be prepared in connection with the QT, any information released or received with respect to the QT 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.
Changes in Accordance With New CPC Policy
In order for the Company to align certain of its policies with the New CPC Policy, the Company is required to obtain disinterested shareholder approval to implement certain changes. The Company will seek such approval at its upcoming annual general and special meeting of shareholders to be held on March 9, 2021 (the “Meeting“), for, among other things, approval to: (i) remove the consequences of failing to complete a QT within 24 months of the Company’s date of listing on the Exchange; and (ii) amend the escrow release conditions and certain other provisions of the Company’s CPC escrow agreement dated February 11, 2019 (the “Escrow Agreement“). These proposed amendments are described in further detail below.
Removal of the 24 Month Deadline for Completing a QT
Previously, under Policy 2.4 (the “Former Policy“), the Exchange could impose certain consequences if a CPC did not complete its QT within 24 months of its date of listing (the “Original Deadline“), including, among other things, the potential for the company’s shares to be delisted or suspended, or transferred to NEX (subject to the approval of the majority of the company’s shareholders) and the cancellation of certain seed shares. The New CPC Policy has removed these aforementioned consequences, in the event that a CPC does not complete its QT by the Original Deadline, assuming the CPC obtains disinterested shareholder approval.
While the Company has entered into a definitive agreement for the completion of its QT with Graphene Manufacturing Group Pty Ltd. (see the Company’s press release of December 22, 2020), there is no guarantee that this transaction will be completed either in advance of the Company’s Original Deadline, or at all. Therefore, the Company intends to seek disinterested shareholders to approve of the removal of such consequences at the Meeting. The Company believes that obtaining such approval will provide the Company with greater flexibility to complete a QT, and allow the Company to better withstand market volatility.
Amendments to the Escrow Agreement
The Company intends to seek disinterested shareholders to approve of certain amendments to the Escrow Agreement, including, among other things to allow:
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the Company’s escrowed securities to be subject to an 18 month escrow release schedule detailed in the New CPC Policy, instead of the current 36 month escrow release schedule;
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all incentive stock options (the “Options“) granted prior to the date the Exchange issues a final bulletin for the QT (the “Final QT Exchange Bulletin“) to be released from escrow on the date of the Final QT Exchange Bulletin; and
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all common shares issued upon exercise of any Options prior to the date of the Final QT Exchange to be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.
The Company believes that these changes are in the best interests of its shareholders as it will allow the Company to have greater flexibility and mechanisms to increase shareholder value.
The TSXV has in no way passed upon the merits of the QT, and has neither approved nor disapproved the contents of this press release.
For further information:
William Ollerhead
Cuspis Capital Ltd.
[email protected]
Tel. (416) 214-4810
Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: completion of the QT; conducting of the Meeting and the results thereof; closing of the Offering; director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such 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 the forward-looking statements and information contained in this press release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/73811
Fintech
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.
Fintech
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.
Source: fintechfutures.com
The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.
Fintech
MAS launches transformative platform to combat money laundering
The MAS has unveiled Cosmic, an acronym for Collaborative Sharing of Money Laundering/Terrorism Financing Information and Cases, a new money laundering platform.
According to Business Times, launched on April 1, Cosmic stands out as the first centralised digital platform dedicated to combating money laundering, terrorism financing, and proliferation financing on a worldwide scale. This move follows the enactment of the Financial Services and Markets (Amendment) Act 2023, which, along with its subsidiary legislation, commenced on the same day to provide a solid legal foundation and safeguards for information sharing among financial institutions (FIs).
Cosmic enables participating FIs to exchange customer information when certain “red flags” indicate potential suspicious activities. The platform’s introduction is a testament to MAS’s commitment to ensuring the integrity of the financial sector, mandating participants to establish stringent policies and operational safeguards to maintain the confidentiality of the shared information. This strategic approach allows for the efficient exchange of intelligence on potential criminal activities while protecting legitimate customers.
Significantly, Cosmic was co-developed by MAS and six leading commercial banks in Singapore—OCBC, UOB, DBS, Citibank, HSBC, and Standard Chartered—which will serve as participant FIs during its initial phase. The initiative emphasizes voluntary information sharing focused on addressing key financial crime risks within the commercial banking sector, such as the misuse of legal persons, trade finance, and proliferation financing.
Loo Siew Yee, assistant managing director for policy, payments, and financial crime at MAS, highlighted that Cosmic enhances the existing collaboration between the industry and law enforcement authorities, fortifying Singapore’s reputation as a well-regulated and trusted financial hub. Similarly, Pua Xiao Wei of Citi Singapore and Loretta Yuen of OCBC have expressed their institutions’ support for Cosmic, noting its potential to ramp up anti-money laundering efforts and its significance as a development in the banking sector’s ability to combat financial crimes efficiently. DBS’ Lam Chee Kin also praised Cosmic as a “game changer,” emphasizing the careful balance between combating financial crime and ensuring legitimate customers’ access to financial services.
Source: fintech.global
The post MAS launches transformative platform to combat money laundering appeared first on HIPTHER Alerts.
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