Fintech

RG One Corp. Provides Update Regarding Annual and Special Meeting of Shareholders and Business Combination with Flow Water Inc

Published

4 years ago

April 30, 2021

Toronto, Ontario–(Newsfile Corp. – April 30, 2021) – RG One Corp. (“RG One” or the “Company” or upon completion of the Proposed Transaction, the “Resulting Issuer“) is pleased to announce that the Company and Flow Water Inc. (“Flow“) have entered into a business combination agreement dated April 7, 2021 (the “Business Combination Agreement“), which supersedes the prior binding letter of intent between the Company and Flow, to complete a going-public transaction in Canada for Flow (the “Proposed Transaction“).

The Company would like to remind all eligible shareholders (collectively, the “Shareholders“) of the Company that the deadline to vote their common shares (“Common Shares“) in advance of the annual and special meeting (the “Meeting“) of Shareholders is 10:00 a.m. (Toronto time) on May 5, 2021. The Meeting will be held in virtual format on May 7, 2021 at 10:00 a.m. (Toronto time) to approve a number of matters related to the Proposed Transaction originally announced December 21, 2020.

Shareholders are encouraged to review and consider the information circular in connection with the Meeting (the “Circular“). A copy of the Circular, the Business Combination Agreement and all other meeting materials is available on SEDAR at www.sedar.com under the Company’s profile.

The directors and management of the Company recommend that Shareholders vote in favour of all matters put forward at the Meeting.

At the Meeting, the Company will be seeking approval of Shareholders for, among other things, (i) the consolidation of the Company’s common shares on the basis of 404.84:1 (the “Consolidation“); (ii) continuation of RG One into the federal jurisdiction of Canada (the “Continuance“); (iii) the amendment of the Company’s articles (the “Articles Amendment“) to create classes of subordinate voting shares (“Subordinate Voting Shares“) and multiple voting shares (“Multiple Voting Shares“); and (iv) the changing of the name of RG One to “Flow Beverage Corp.”, or such other name jointly agreed to by RG One and Flow (the “Name Change“). Shareholders are not required to approve the Business Combination Agreement.

Closing of the Proposed Transaction is now anticipated to occur in mid-June, 2021, subject to the receipt of applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature, including, without limitation, approval of the Toronto Stock Exchange.

Additional Information on the Business Combination Agreement

Pursuant to the terms of the Business Combination Agreement, the Company will acquire all of the issued and outstanding Class A Shares of Flow (the “Class A Shares“) and Class B Shares of Flow (the “Class B Shares“) by way of a three-cornered amalgamation between the Company, RG One Subco Inc. (“Subco“) and Flow. As a result of the Proposed Transaction, Flow and Subco will amalgamate to form amalco (“Amalco“), with Amalco becoming a wholly-owned subsidiary of the Company. Assuming the Proposed Transaction becomes effective, Flow shareholders will receive: (i) one Multiple Voting Share (each a “Resulting Issuer Multiple Voting Share“) for each one Class A Share held; and (ii) one Subordinate Voting Share (each a “Resulting Issuer Subordinate Voting Share“) for each one Class B Share held.

Pursuant to the terms of the Business Combination Agreement, at the effective time of the Proposed Transaction (the “Effective Time“):

(a) Subco and Flow will amalgamate and continue as Amalco under the name “Flow Water Inc.” or such similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors and Shareholders;

(b) each outstanding Class A Share (except for Class A Shares held by holders that have validly exercised their dissent rights) shall be exchanged for one fully paid and non-assessable Resulting Issuer Multiple Voting Share;

(c) each outstanding Class B Share (except for Class B Shares held by holders that have validly exercised their dissent rights) shall be exchanged for one fully paid and non-assessable Resulting Issuer Subordinate Voting Share;

(d) pursuant to the terms of the existing stock option plan of Flow, each outstanding stock option of Flow (each a “Flow Option“) will entitle the holder of such Flow Option to receive upon exercise of a Flow Option that number of Resulting Issuer Subordinate Voting Shares that such Flow Option holder would be entitled to had the holder of the Flow Option exercised the Flow Option immediately prior to the Effective Time;

(e) each restricted share unit of Flow outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, disposed of in exchange for a Company restricted share unit issued by the Company to purchase Resulting Issuer Subordinate Voting Shares;

(f) each common share purchase warrant of Flow outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, disposed of in exchange for a Company common share purchase warrant issued by the Resulting Issuer to purchase Resulting Issuer Subordinate Voting Shares;

(g) each compensation option of Flow issued in connection with the Flow subscription receipts outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, disposed of in exchange for a Resulting Issuer compensation option to purchase Resulting Issuer Subordinate Voting Shares; and

(h) each outstanding share of Subco shall be exchanged for one fully paid and non-assessable share of Amalco.

Principal Conditions Precedent to the Completion of the Proposed Transaction

Pursuant to the terms of the Business Combination Agreement, the Proposed Transaction is subject to certain conditions precedent, including, among other things:

(a) receipt of all regulatory and third-party approvals, authorizations and consents as are required to be obtained by Flow or the Company in connection with the Proposed Transaction, including the approval of the Toronto Stock Exchange and any other applicable regulatory authorities;

(b) no Material Adverse Change (as such term is defined in the Business Combination Agreement) shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of the Flow or the Company;

(c) the Shareholders shall have approved the matters set out in the Circular including the Consolidation, the Continuance, the Articles Amendment and Name Change in accordance with applicable law;

(d) the consolidation of Flow Shares on a 5:1 basis shall have been completed;

(e) there being no legal proceeding or regulatory actions or proceedings against any person to enjoin, restrict or prohibit the Proposed Transaction or which could reasonably be expected to result in a material adverse effect on the Company;

(f) there being no prohibition at law against completion of the Proposed Transaction; and

(g) the delivery of letters of resignation and release from the directors and officers of the Company.

The Consolidation

As noted above, the Consolidation ratio has been determined to be 404.84:1. The Consolidation ratio was determined based on arm’s length negotiations between the Company and Flow to attribute an aggregate value to the Common Shares of $1,000,000 based on the number of issued and outstanding shares of the Company as at the Effective Time.

In order to equalize the per-share price of the Common Shares and the per-share price of Flow’s common shares, so that the latter may be exchanged for the former on a 1:1 basis as part of the Proposed Transaction, the ratio was set at 404.84:1. The Company currently has 39,350,001 Common Shares issued and outstanding and an additional 9,721,430 Common Shares will be issued at the Effective Time, resulting in an aggregate of 49,071,431 Common Shares outstanding as at the Effective Time. The 9,721,430 are being issued pursuant to the terms of the Business Combination Agreement to eligible arm’s length finders in connection with their assistance on facilitating the Proposed Transaction.

Flow recently completed a brokered private placement of subscription receipts in the amount of $60,000,000 at a price of $1.65 per share (or $8.25 per share after the consolidation of the Flow shares on a 5:1 basis which will occur prior to the Effective Time), each subscription to be exchanged for one Resulting Issuer Subordinate Voting Share at the Effective Time. Given that the Company will have 49,071,431 Common Shares issued and outstanding as at the Effective Time and the value attributed to the Common Shares is $1,000,000, existing Shareholders of the Company will comprise a total of 121,212 of the Common Shares upon completion of the Proposed Transaction.

Upon completion of the Proposed Transaction (and assuming no exercise of any convertible securities of Flow to shares of Flow from the date of the Business Combination Agreement), the Company will have an aggregate of 6,214,569 Multiple Voting Shares and 34,111,375 Subordinate Voting Shares outstanding on a non-diluted basis. The existing Shareholders of the Company would hold 121,212 Resulting Issuer Subordinate Voting Shares of the 40,325,944 total issued and outstanding Resulting Issuer shares upon completion of the Proposed Transaction which would represent approximately 0.3% of all of the Resulting Issuer shares (and approximately 0.1% of the voting entitlement).

For more information regarding RG One Corp. please contact:

Isaac Maresky, President & Chief Executive Officer, [email protected]

For more information regarding Flow Water Inc., please contact:

ICR, Inc.: Investors: [email protected] or Media: [email protected]

Forward-Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of RG One and Flow with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of RG One and Flow to negotiate for or complete the Proposed Transaction. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which RG One and Flow operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will complete the Proposed Transaction contemplated herein and that RG One will obtain any required shareholder or regulatory approvals. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Neither of RG One nor Flow undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

The Toronto Stock Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/82512

Fintech

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

Published

3 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.

The post Fintech Pulse: Daily Industry Brief – A Dive into Today’s Emerging Trends and Innovations appeared first on News, Events, Advertising Options.

Fintech

Fintech Pulse: Industry Updates, Innovations, and Strategic Moves

Published

4 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.

The post Fintech Pulse: Industry Updates, Innovations, and Strategic Moves appeared first on News, Events, Advertising Options.

Fintech

Fintech Pulse: Milestones, Partnerships, and Transformations in Fintech

Published

5 days ago

November 19, 2024

Peter Tolan

fintech-pulse:-milestones,-partnerships,-and-transformations-in-fintech

The fintech sector continues its relentless drive toward innovation and market dominance. Today’s highlights include a record-breaking customer milestone for Revolut, groundbreaking fintech solutions for women in the EU, open entries for the PayTech Awards 2025, implications of political shifts on funding, and notable recognition at the US FinTech Awards.

Revolut Hits 50 Million Customers: A Global Fintech Giant’s Milestone

Source: Revolut

Revolut, the UK-based financial super app, has achieved a monumental feat: surpassing 50 million customers worldwide. This milestone underscores its position as a leader in the global fintech landscape, furthering its ambition to create the world’s first truly global bank.

Key to this success has been Revolut’s strategy of expanding its offerings, from banking to travel and crypto services, all within a seamless user experience. The company’s recent ventures into emerging markets such as Latin America and Asia demonstrate its intent to bridge financial services gaps while retaining competitive differentiation through technology.

This milestone is not just a triumph for Revolut but a signal of fintech’s capacity to redefine traditional banking. It reinforces the narrative that digital-first strategies, customer-centric innovation, and international scalability can challenge long-standing financial institutions.

PayTech Awards 2025: Celebrating Excellence in Innovation

Source: FinTech Futures

The PayTech Awards 2025 are officially open for entries, promising to spotlight the brightest minds and most innovative projects in the payment technology sector. These awards are a testament to the industry’s commitment to advancing secure, seamless, and scalable payment systems.

This year, the focus is on emerging technologies that redefine how businesses and consumers interact financially. Categories will recognize achievements across multiple domains, including sustainability in payments, AI-driven solutions, and partnerships that push boundaries.

As fintech companies prepare their entries, the awards provide a timely reminder of the sector’s ongoing evolution and the collaborative efforts required to achieve meaningful breakthroughs.

U.S. Politics and the Fintech Sector: A New Era of Funding?

Source: American Banker

The U.S. fintech sector might witness an infusion of optimism as speculation about a second Trump presidency gains momentum. The Trump-era policies of deregulation and venture capital encouragement are remembered as catalysts for unprecedented fintech growth during his first term.

While it remains uncertain how regulatory landscapes will shift, the possibility of a more relaxed approach toward fintech compliance could rejuvenate funding inflows. Investors and startups alike are watching closely, weighing the potential benefits against long-term risks tied to reduced oversight.

A politically charged backdrop often spells volatility, but for fintech, it may also spell opportunity. Preparing to adapt quickly will be crucial for startups and established players in the face of any regulatory pivot.

Klara AI and Unlimit: Addressing the €1.3 Trillion Female Economy

Source: FF News

Klara AI has teamed up with Unlimit to launch a fintech solution aimed at empowering women across the EU. This collaboration targets the €1.3 trillion female economy by addressing the unique financial needs of women entrepreneurs and consumers.

The solution promises to integrate AI-powered tools with streamlined financial management services, enabling users to access credit, manage investments, and scale businesses effectively. By tailoring services to the underserved female demographic, the partnership hopes to drive financial inclusion and support economic growth.

This initiative stands as a blueprint for fintechs exploring niche markets, proving that innovation tailored to specific segments can yield transformative results.

Autire: Accounting Tech of the Year at US FinTech Awards

Source: Business Wire

Autire, a rising star in financial technology, has been crowned ‘Accounting Tech of the Year’ at the US FinTech Awards 2024. The award recognizes Autire’s ability to blend cutting-edge AI with intuitive user interfaces, delivering unparalleled accounting solutions for businesses of all sizes.

Autire’s platform has gained traction for automating complex accounting tasks, ensuring compliance, and delivering actionable insights through real-time analytics. Its emphasis on reducing administrative burdens for SMEs has been particularly impactful, enabling entrepreneurs to focus on growth rather than bookkeeping.

The recognition not only cements Autire’s reputation but also highlights the role of AI-driven accounting solutions in reshaping business operations globally.

Final Thoughts: A Fintech Revolution in Full Swing

From customer milestones to policy-driven opportunities, the fintech ecosystem is in constant evolution. Revolut’s ascent to 50 million users signals growing consumer trust in digital platforms. The PayTech Awards continue to inspire innovation, while political shifts could redefine the regulatory landscape. Initiatives like Klara AI and Unlimit emphasize the power of targeted solutions, and companies like Autire show how niche technologies can achieve broad impact.

The next phase of fintech growth will likely hinge on inclusivity, adaptability, and innovation—pillars that today’s news stories exemplify.

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