Fintech

Red River Capital Corp. and Bitcoin Well Announce Concurrent Brokered Private Placement of up to $7 Million with Canaccord Genuity Corp. as Agent

Published

4 years ago

February 12, 2021

Calgary, Alberta–(Newsfile Corp. – February 12, 2021) – Red River Capital Corp. (TSXV: XBT.P) (“Red River“) and 1739001 Alberta Ltd. o/a Bitcoin Well (previously o/a Bitcoin Solutions) (“Bitcoin Well“) are pleased to announce details regarding a concurrent brokered private placement in connection with Red River’s arm’s length qualifying transaction (the “Transaction“), which was previously announced on June 2, 2020 and September 14, 2020.

Red River and Bitcoin Well have engaged Canaccord Genuity Corp. (the “Agent“) to act as agent on a “commercially reasonable efforts” basis in connection with a private placement offering of up to 2,800,000 subscription receipts of Bitcoin Well (the “Subscription Receipts“) at a price of $2.50 per Subscription Receipt (the “Offering Price“) for aggregate gross proceeds of up to $7,000,000 (the “Offering“). Closing of the Offering is subject to minimum aggregate gross proceeds of $6,234,000.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, one unit of Bitcoin Well (a “Unit“). Each Unit will be comprised of one class “I” common share of Bitcoin Well (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share“) at an exercise price equal to $3.75 per Warrant Share for a period of 24 months from the satisfaction of certain escrow release conditions and conversion of the Subscription Receipts in connection with the closing of the Transaction. In connection with the Transaction, each Common Share and Warrant will be adjusted by the Conversion Ratio (defined below), resulting in an effective issue price of $0.25 per Resulting Issuer Share and effective exercise price of $0.375 per Resulting Issuer Warrant (as defined below).

The Offering is being completed in conjunction with the Transaction, pursuant to which Red River (the “Resulting Issuer“) will acquire all of the shares of Bitcoin Well in exchange for common shares of Red River (the “Resulting Issuer Shares“). In connection with closing of the Transaction, all of the Common Shares and Warrants comprising the Units issued upon the conversion of the Subscription Receipts will be exchanged for Resulting Issuer Shares and common share purchase warrants of the Resulting Issuer (“Resulting Issuer Warrants“), respectively, on a ten for one basis in each case (the “Conversion Ratio“). The Resulting Issuer Warrants will have the same terms and conditions as the Warrants, except that the exercise price will be adjusted to $0.375 per underlying Resulting Issuer Share in accordance with the Conversion Ratio, and they will entitle the holders thereof to purchase Resulting Issuer Shares in lieu of Common Shares.

Subscription funds received in connection with the Offering, less certain fees and expenses, will be held in escrow pending satisfaction of certain release conditions, such as the completion of the Transaction and the receipt of all required shareholder and regulatory approvals related to the Transaction (including, without limitation, conditional approval of the TSX Venture Exchange (the “Exchange“) of the Transaction and the listing of the Resulting Issuer Shares). In the event that the escrow release conditions are not satisfied on or prior to the date that is 120 days after the closing of the Offering, the escrowed subscription funds will be returned to subscribers in accordance with the terms of the subscription receipt agreement governing the Subscription Receipts.

Bitcoin Well and Red River have agreed pay the Agent a commission of 8.0% of the gross proceeds of the Offering payable in any combination of cash or Subscription Receipts at the option of the Agent (50% of the cash portion of such commission, if any will be paid on the closing of the Offering and the remaining 50% of the cash portion of such commission will be deposited in escrow). Further, the Resulting Issuer will issue to the Agent non-transferable broker warrants (each a “Broker Warrant“) equal to 8.0% of the aggregate number of Subscription Receipts sold under the Offering (on a post-exchanged 10:1 basis). Each Broker Warrant will be exercisable for units of the Resulting Issuer (the “Resulting Issuer Units“) at a price of $0.25 per unit for a period of 24 months following satisfaction of the escrow release conditions. Each Resulting Issuer Unit shall be comprised of one Resulting Issuer Share and one-half of one Resulting Issuer Warrant. The Agent’s commission will be reduced to 4.0% in respect of president’s list subscriptions, and the number of Broker Warrants issued to the Agent will be reduced to 4.0% of the number of Subscription Receipts sold to president’s list subscribers. Bitcoin Well and Red River have also agreed to pay the Agent a corporate finance fee upon closing of the Offering comprised of a $50,000 cash payment and Subscription Receipts valued at $50,000.

The net proceeds from the Offering are intended to be used to increase the working capital inventory and accelerate global expansion through organically increasing the number of deployed ATMs, along with pursuing highly synergistic asset or corporate acquisition opportunities.

The securities to be issued under the Offering will be offered by way of private placement in certain of the provinces of Canada and such other jurisdictions as may be determined by Bitcoin Well and the Agent, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The Units to be issued under the Offering will be subject to an indefinite hold period under applicable securities laws. Upon completion of the Transaction, the Resulting Issuer Shares will not be subject to any statutory hold periods under applicable securities laws. The listing of the Resulting Issuer Shares remains subject to approval by the Exchange.

About Red River Capital Corp.

Red River is a CPC that completed its initial public offering and obtained a listing on the Exchange in July 2018 (trading symbol: “XBT.P”). It does not own any assets, other than cash or cash equivalents and its rights under the Agreement. The principal business of Red River is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a qualifying transaction in accordance with the policies of the Exchange.

About Bitcoin Well

Bitcoin Well offers convenient, secure and reliable ways to buy and sell bitcoin and other cryptocurrencies through a trusted Bitcoin ATM network and suite of web-based transaction services. Bitcoin Well is profitable and positioned to become the first publicly traded Bitcoin ATM company, with an aggressive consolidation strategy to deliver accretive and cost-effective expansion in North America and globally. As leaders of the longest-running, founder-led Bitcoin ATM company, management of Bitcoin Well brings deep operational capabilities that span the entire value chain along with access to proprietary, cutting-edge software development that supports further expansion.

For further information please contact:

Red River Capital Corp.
Julian Klymochko, Director and Chief Executive Officer
Phone: 403-801-2445

1739001 Alberta Ltd. o/a Bitcoin Well
Adam O’Brien, Director and President
Phone: 1-888-711-3866

Cautionary Statement

Statements in this press release regarding Red River and Bitcoin Well which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction and Offering. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Offering, the completion of the Offering, as presently proposed or at all, the use of net proceeds from the Offering, the terms and conditions of the Transaction, the completion of the Transaction, as presently proposed or at all and the listing of the Resulting Issuer Shares. Actual results in each case could differ materially from those currently anticipated in such statements due to factors including but note limited to: the decision to not close the Qualifying Transaction for any reason, including adverse due diligence results and Exchange refusal of the Qualifying Transaction, adverse market conditions, the need for additional financing, general business, economic, competitive, political and social uncertainties, the delay or failure to receive board, shareholder, court or regulatory approvals. Except as required by law, Red River and Bitcoin Well do not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the require 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 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 Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Not for distribution in the U.S. or to U.S. newswire services.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/74324

Fintech

Quantum Security and the Financial Sector: Paving the Way for a Resilient Future

Published

1 hour ago

November 25, 2024

Zoltan Tundik

quantum-security-and-the-financial-sector:-paving-the-way-for-a-resilient-future

The World Economic Forum (WEF) has released a pivotal white paper in collaboration with the Financial Conduct Authority (FCA), titled “Quantum Security for the Financial Sector: Informing Global Regulatory Approaches”. This January 2024 publication underscores the urgent need for global cooperation as the financial sector transitions from a digital economy to a quantum economy, highlighting both the immense opportunities and cybersecurity challenges posed by quantum computing.

Quantum: A Double-Edged Sword for Finance

Quantum computing offers transformative benefits for the financial sector, such as accelerated portfolio optimization, enhanced fraud detection, and improved risk management. Yet, it simultaneously threatens the very foundation of cybersecurity. With quantum’s ability to break traditional encryption methods, sensitive data and financial transactions face significant risks. The white paper warns that such vulnerabilities could erode trust in the financial system and destabilize global markets.

The urgency to prepare is evident, with some quantum threats, such as “Harvest Now, Decrypt Later” attacks, already emerging. Governments and regulators, including the United States with its National Security Memorandum on Quantum (2022), have begun advocating for quantum security readiness by 2035. However, as noted in the paper, transitioning to a quantum-secure infrastructure is a monumental task requiring unprecedented coordination between regulators, industry leaders, and technology providers.

A Collaborative Framework: Four Guiding Principles

To address the complex challenges posed by quantum technologies, the WEF and FCA have proposed four guiding principles to inform global regulatory and industry approaches:

Reuse and Repurpose: Leverage existing regulatory frameworks and tools to address quantum risks, rather than creating entirely new systems.
Establish Non-Negotiables: Define baseline requirements for quantum security, ensuring consistency and interoperability across organizations and jurisdictions.
Increase Transparency: Foster open communication between regulators and industry players to share best practices, strategies, and knowledge.
Avoid Fragmentation: Prioritize global collaboration to harmonize regulatory efforts and avoid inconsistencies that could burden multinational organizations.

These principles aim to create a unified, forward-looking strategy that balances innovation with security.

A Four-Phase Roadmap for Quantum Security

The white paper introduces a phased roadmap to help the financial sector transition toward quantum security:

Prepare: Raise awareness of quantum risks, assess cryptographic infrastructure, and build internal capabilities.
Clarify: Formalize engagement between stakeholders, map current regulations, and model the cost and complexities of transitioning to quantum-safe systems.
Guide: Address regulatory gaps, translate technical standards into actionable frameworks, and develop industry-wide best practices.
Transition and Monitor: Implement cryptographic management modernization and adopt iterative, adaptable regulatory approaches to remain resilient in the quantum economy.

This roadmap emphasizes adaptability, encouraging stakeholders to continuously refine their strategies as quantum technologies evolve.

The Path Forward: Collaboration as a Catalyst

The transition to a quantum-secure financial sector is not merely a technological shift but a comprehensive rethinking of how industries and regulators approach cybersecurity. The interconnected nature of global finance means that collaboration between mature and emerging markets is crucial to avoid vulnerabilities that could undermine the entire system.

Regulators and financial institutions must act with urgency. As Sebastian Buckup, Head of Network and Partnerships at the World Economic Forum, notes in the report:
“The quantum economy era is fast approaching, and we need a global public-private approach to address the complexities it will introduce. We welcome this opportunity to collaborate with the FCA to chart the roadmap for a seamless and secure transition for the financial services sector.”

Similarly, Suman Ziaullah, Head of Technology, Resilience, and Cyber at the FCA, emphasizes:
“Quantum computing presents considerable opportunities but also threats. The financial sector relies heavily on encryption to protect sensitive information, the exposure of which could cause significant harm to consumers and markets. Addressing this requires a truly collaborative effort to transition to a quantum-secure future.”

Global Impact: Ensuring Resilience in an Evolving Landscape

As quantum technologies mature, they will redefine the landscape of cybersecurity. The financial sector, as one of the most sensitive and interconnected industries, must prioritize preparedness to ensure stability, protect consumers, and maintain trust.

The Quantum Security for the Financial Sector: Informing Global Regulatory Approaches white paper offers an essential foundation for continued dialogue and action. By adhering to the guiding principles and roadmap outlined in the report, stakeholders can navigate this transformation with foresight and cooperation.

The full report, published by the World Economic Forum, highlights the need for a unified global approach to quantum security, serving as a rallying call for industry and regulatory leaders alike.

Source: World Economic Forum, “Quantum Security for the Financial Sector: Informing Global Regulatory Approaches”, January 2024.

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Fintech

Fintech Pulse: Daily Industry Brief – A Dive into Today’s Emerging Trends and Innovations

Published

4 days ago

November 21, 2024

Peter Tolan

fintech-pulse:-daily-industry-brief-–-a-dive-into-today’s-emerging-trends-and-innovations

The fintech landscape continues to redefine itself, driven by innovation, partnerships, and groundbreaking strategies. Today’s roundup focuses on the latest digital wallet offerings, evolving payment trends, strategic collaborations, and notable funding achievements. This editorial explores the broader implications of these developments, casting light on how they shape the future of fintech and beyond.

Beacon’s Digital Wallet for Immigrants: A Gateway to Financial Inclusion

Beacon Financial, a leading player in financial technology, recently launched a digital wallet tailored to meet the unique needs of immigrants moving to Canada. This offering bridges a critical gap, enabling seamless financial integration for newcomers navigating a foreign system.

By combining intuitive technology with user-centric features, Beacon aims to empower immigrants with tools for payments, savings, and remittances. This aligns with the growing demand for tailored financial products that resonate with specific demographics.

Op-Ed Insight:
Financial inclusion is more than just a buzzword; it’s a moral imperative in the fintech space. Products like Beacon’s digital wallet highlight the industry’s potential to create tangible change. As global migration trends increase, such offerings could inspire similar initiatives worldwide.

Source: Fintech Futures.

Juniper Research Highlights 2025’s Payment Trends

Juniper Research’s latest report unveils pivotal payment trends poised to dominate in 2025. Central themes include the adoption of instant payment networks, a surge in embedded finance solutions, and the rise of crypto-backed financial products.

The research underscores the rapid adoption of real-time payment systems, fueled by increasing consumer demand for speed and efficiency. Meanwhile, embedded finance promises to blur the lines between traditional banking and non-financial services, delivering personalized and context-specific solutions.

Op-Ed Insight:
As the lines between financial services and technology continue to blur, these trends emphasize the industry’s shift toward convenience and personalization. The growing role of crypto-based solutions reflects an evolving consumer mindset, where decentralization and digital-first experiences gain precedence.

Source: Juniper Research.

MeaWallet and Integrated Finance Partner to Revolutionize Digital Wallets

MeaWallet, a prominent fintech solutions provider, has partnered with Integrated Finance to advance digital wallet capabilities and secure card data access for fintech companies. This collaboration focuses on empowering fintechs to deliver better, safer digital payment experiences.

MeaWallet’s role as a technology enabler aligns seamlessly with Integrated Finance’s goal of simplifying complex financial infrastructures. Together, they aim to create scalable, robust platforms for secure payment solutions.

Op-Ed Insight:
Partnerships like this underscore the importance of collaboration in driving innovation. As security concerns grow in tandem with digital payment adoption, solutions addressing these challenges are essential for maintaining consumer trust. The fintech ecosystem thrives when synergy and innovation coalesce.

Source: MeaWallet News.

Nucleus Security Among Deloitte’s Fastest-Growing Companies

Nucleus Security has achieved a remarkable milestone, ranking 85th on Deloitte’s 2024 Technology Fast 500 list. This achievement is attributed to its robust cybersecurity solutions, which cater to the increasingly digital fintech environment.

With cyberattacks becoming more sophisticated, fintech companies are under immense pressure to safeguard their platforms. Nucleus Security’s growth reflects the rising demand for comprehensive, scalable security solutions that protect sensitive financial data.

Op-Ed Insight:
In a digital-first world, robust cybersecurity isn’t optional—it’s fundamental. The recognition of companies like Nucleus Security signals the growing importance of protecting fintech infrastructure as the industry scales globally.

Source: PR Newswire.

OpenYield Secures Funding to Transform the Bond Market

OpenYield has announced a successful funding round, aiming to revolutionize the bond market through innovative technology. The platform promises greater transparency, efficiency, and accessibility in fixed-income investments.

This funding underscores the growing appetite for digitizing traditionally opaque financial markets. By leveraging cutting-edge technology, OpenYield seeks to democratize bond investments, making them accessible to a broader audience.

Op-Ed Insight:
The bond market, long viewed as complex and inaccessible, is ripe for disruption. OpenYield’s efforts to modernize this space highlight fintech’s transformative potential to democratize finance and empower individual investors.

Source: PR Newswire.

Key Takeaways: Shaping the Future of Fintech

Today’s developments underscore several critical themes in the fintech landscape:

Personalization and Inclusion: Products like Beacon’s wallet highlight the importance of understanding and addressing specific user needs.
Collaborative Ecosystems: Partnerships, like that of MeaWallet and Integrated Finance, emphasize the power of collaboration in solving industry challenges.
Emerging Technologies: Juniper Research’s predictions affirm the continued influence of blockchain, embedded finance, and instant payment networks.
Security at the Core: The recognition of Nucleus Security underscores the essential role of cybersecurity in fintech.
Market Transformation: OpenYield’s funding signifies the ongoing disruption of traditional financial markets, paving the way for broader accessibility.

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Fintech

Fintech Pulse: Industry Updates, Innovations, and Strategic Moves

Published

5 days ago

November 20, 2024

Peter Tolan

fintech-pulse:-industry-updates,-innovations,-and-strategic-moves

As fintech continues to reshape the global financial landscape, today’s briefing highlights pivotal developments, strategic expansions, and innovative launches across the industry. This op-ed explores the latest advancements with commentary on their potential impacts and challenges.

Finastra Data Breach: A Wake-Up Call for Fintech Security

Source: KrebsOnSecurity

The cybersecurity landscape is buzzing after Finastra, one of the largest financial technology providers globally, confirmed an investigation into a potential data breach. Reports suggest unauthorized access to its systems, raising concerns about data security across its client base, which includes thousands of banks and financial institutions worldwide.

Implications and Challenges

While the details of the breach remain sparse, this incident underscores a glaring vulnerability in the fintech sector—cybersecurity. As financial services increasingly rely on interconnected ecosystems, breaches like these threaten not only individual institutions but also the trust customers place in fintech platforms.

The key takeaway for the fintech industry is clear: proactive cybersecurity strategies must go beyond compliance. Real-time threat detection, robust encryption standards, and regular audits are no longer optional but essential for maintaining operational integrity.

Future Considerations

This breach could trigger a domino effect, prompting regulators to tighten security standards and requiring fintech companies to double down on investments in data protection. Startups and mid-tier players, often lacking extensive cybersecurity budgets, may face significant pressure to keep pace.

PayPal Resurrects Money Pooling Feature

Source: TechCrunch

In a bid to stay ahead of the competition, PayPal is reintroducing its Money Pooling feature, a popular tool that was discontinued in 2021. The feature allows users to pool funds collectively, catering to families, small businesses, and social groups.

Strategic Revival

This move reflects PayPal’s commitment to customer-centric innovation. By reinstating a feature beloved by its user base, the company seeks to reclaim market share lost to emerging competitors offering similar functionalities.

Broader Industry Impacts

Money pooling represents a broader trend in fintech—customized solutions that cater to niche needs. This reintroduction may inspire competitors like Venmo and CashApp to refine their collaborative payment offerings.

While this move strengthens PayPal’s ecosystem, its success will depend on seamless integration with existing services and robust fraud prevention mechanisms to avoid abuse of the feature.

Santander Expands Fintech Reach in Mexico

Source: Yahoo Finance

Santander is making waves in the Latin American fintech space with the launch of a dedicated fintech unit in Mexico. The initiative aims to capitalize on Mexico’s growing fintech adoption and digital payments market, valued at billions of dollars annually.

Strategic Significance

Santander’s expansion into Mexico highlights the region’s untapped potential. Latin America is a burgeoning market for fintech, driven by increasing smartphone penetration, a youthful demographic, and demand for accessible financial services.

Challenges on the Horizon

While Mexico offers immense opportunities, regulatory complexities and market competition from local players like Clip and Konfío pose significant challenges. Santander will need to blend its global expertise with local adaptability to succeed in this dynamic market.

2024 Global Fintech Awards: Spotlighting Excellence

Source: PRNewswire

Benzinga has announced the winners of the 2024 Global Fintech Awards, honoring companies and individuals driving innovation in financial technology. This year’s winners spanned categories like blockchain, artificial intelligence, and payment solutions.

Recognizing Industry Leaders

Awards like these highlight the collaborative spirit and entrepreneurial drive fueling fintech growth. Recognizing trailblazers not only motivates incumbents but also inspires startups to push the boundaries of innovation.

What It Means for the Ecosystem

The awards also bring attention to emerging technologies. Categories such as blockchain and AI signal the industry’s continued focus on leveraging cutting-edge tech for efficiency and scalability.

Commonwealth Central Credit Union Partners with Jack Henry

Source: FinTech Futures

Commonwealth Central Credit Union (CCCU) has announced a partnership with Jack Henry, a leading financial technology provider, for a comprehensive tech upgrade. The collaboration focuses on enhancing member experience through improved digital services.

Modernizing Member Experiences

Credit unions have often lagged behind major banks in adopting advanced digital solutions. By partnering with Jack Henry, CCCU aims to bridge this gap, offering members streamlined services such as mobile banking, automated lending, and personalized financial tools.

A Growing Trend

This partnership reflects a broader trend in the financial industry—credit unions and smaller banks embracing fintech to remain competitive. As customer expectations evolve, partnerships like this may become the norm rather than the exception.

Key Takeaways for the Fintech Industry

Cybersecurity is Critical: The Finastra breach underscores the need for robust security measures.
Innovation Drives Loyalty: PayPal’s revival of its Money Pooling feature highlights the importance of listening to customers.
Regional Opportunities: Santander’s expansion into Mexico showcases the untapped potential of emerging markets.
Recognition Matters: Awards like Benzinga’s provide valuable visibility for companies and individuals shaping the industry.
Partnerships Foster Growth: Collaborations between credit unions and fintech companies signify a trend towards modernized financial solutions.

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