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Skyscape Capital Inc. and PesoRama Inc. Announce Execution of Amalgamation Agreement and Oversubscribed $5.5 Million Convertible Debenture Financing

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Toronto, Ontario–(Newsfile Corp. – March 22, 2021) –  Skyscape Capital Inc. (TSXV: SKY.P) (the “Corporation” or “Skyscape“) and PesoRama Inc. (“PesoRama“) are pleased to announce that they have entered into an amalgamation agreement dated March 9, 2021 (“Amalgamation Agreement“) between the Corporation, PesoRama and 11518003 Canada Corp. (“Subco“), a wholly-owned subsidiary of the Corporation, which sets forth the terms and conditions upon which Skyscape will acquire PesoRama by way of reverse takeover (the “Proposed Transaction“) in accordance with the policies of the TSX Venture Exchange (the “TSXV“). Skyscape intends that the Proposed Transaction will constitute its Qualifying Transaction and upon completion of the Proposed Transaction the combined entity (the “Resulting Issuer“) will continue to carry on the business of PesoRama.

Proposed Transaction

Under the terms of the Amalgamation Agreement, the Proposed Transaction will be completed by way of a three cornered amalgamation under the laws of Canada, whereby Subco will merge with and into PesoRama, with PesoRama surviving as a wholly-owned subsidiary of Skyscape. Immediately prior to or concurrently with closing of the Proposed Transaction, Skyscape is expected to change its name to “PesoRama Inc.” Following completion of the Proposed Transaction, the Resulting Issuer will hold all of PesoRama’s assets and conduct the business of PesoRama under the PesoRama name.

As a condition to the completion of the Proposed Transaction, the parties intend to complete financings (the “Concurrent Financings“) of up to $25 million, consisting of up to $10 million through a subscription receipts financing led by Fundamental Private Markets (“Fundamental“) of Mexico City and a brokered financing of up to an additional $15 million which will be qualified through a prospectus filed with securities regulators in Canada. It is expected that Concurrent Financings will result in the issuance of the same securities of the Resulting Issuer on the same terms to investors in each of the financings.

Completion of the Proposed Transaction will be subject to a number of other conditions including, but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, completion or waiver of sponsorship, requisite shareholder approvals including the approval of the holders of common shares of PesoRama for the Proposed Transaction and approval of the name change, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and approval of the TSXV including the satisfaction of its initial listing requirements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Additional terms of the Proposed Transaction were previously disclosed in the press release of Skyscape dated December 11, 2020, available under the Corporation’s SEDAR profile at www.sedar.com.

Convertible Debenture Financing.

PesoRama and Skyscape also announce that PesoRama has secured approximately $5,500,000 pursuant to a convertible debenture unit financing (the “Convertible Debenture Financing“) which was well over subscribed from the original proposed $2,500,000. Pursuant to the Convertible Debenture Financing, PesoRama will issue approximately 5,500,000 units (the “Units“), with each Unit comprised of one debenture (a “Debenture“) with a principal amount of $1,000 and 50 warrants (the “Warrants“). The Warrants are exercisable into common shares of PesoRama at an exercise price of $1.25 per share for a period of two years from the completion of the Proposed Transaction. In connection with the Proposed Transaction, the principal amount of the Debentures will be automatically convertible into the same securities of the Resulting Issuer as issued pursuant to the Concurrent Financings at a conversion price that is a 15% discount to the issue price pursuant to the Concurrent Financings.

PesoRama intends to use the monies raised from the Convertible Debenture Financing to continue opening new retail stores in Mexico City. To date, PesoRama has opened 11 stores and has signed leases for an additional nine stores which the company anticipates will open by the end of June 2021.

Canaccord Engagement

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PesoRama and Skyscape also announce that they have engaged Canaccord Genuity as lead agent for the companies’ anticipated prospectus offering to be completed in connection with the Proposed Transaction. The companies expect to file a preliminary prospectus in the upcoming weeks.

“These are very exciting times for PesoRama and completion of this financing marks a new beginning for the company,” said Rahim Bhaloo, Executive Chairman of PesoRama. “We will be opening new stores every month going forward and everyone on our team, including our local partner, Fundamental, are laser focused on execution of our business plan and completing our public listing by the second quarter of this year. I would like to thank all of our shareholders and banking partners for all of their continued support.”

“2021 will be a transformational year for the company as we expect to rapidly expand our operations and retail store base in Mexico City and beyond,” added Ed Sivitilli, CEO of PesoRama. “The recent financing and our planned public listing provide us the foundation and set the stage for PesoRama to become the leading discount retailer in Mexico.”

About PesoRama

PesoRama is a Mexican value single price point dollar store retailer. PesoRama launched operations in 2019 in Mexico City and the surrounding areas targeting high density, high traffic locations. PesoRama’s stores offer consistent merchandise offerings which include items in the following categories: household wares, kitchenware, home cleaning products, home décor products, seasonal products, stationary, toys and games, arts and crafts materials, electronics, souvenirs, novelties, jewelry, clothing, footwear, headwear, costumes, personal care products, health and beauty, cosmetics, food, beverages, snacks, confectionary, pet food and pet accessories, hardware, garden tools and other general merchandise. To date, PesoRama has opened 11 stores and has signed leases for several more.

Additional Information

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and TSXV acceptance. Where applicable, the Proposed Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

All information contained in this press release with respect to Skyscape and PesoRama was supplied by the respective parties, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) and applicable U.S. state securities laws. Skyscape will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Skyscape and PesoRama will provide further details in respect of the Proposed Transaction in due course and will make available all information, including financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, the required disclosure.

For further information please contact:

Skyscape Capital Inc.:
Paul Pathak, Director
Telephone: 416-644-9964
Email: [email protected]

PesoRama Inc.:
Rahim Bhaloo, Executive Chairman
Telephone: 416-816-3291
Email: [email protected]

Cautionary Statements

This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction and the Concurrent Financing. Although the PesoRama and the Corporation believe 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 this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation and PesoRama can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Proposed Transaction and associated transactions, the ultimate terms of the Proposed Transaction and associated transactions differing from those that currently are contemplated, and the Proposed Transaction and associated transactions not being successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation and PesoRama undertake no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, PesoRama, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Acquisition and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither the TSX Venture Exchange, Inc. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/78216

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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.

The post Airtm Enhances Its Board of Directors with Two Strategic Appointments appeared first on News, Events, Advertising Options.

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