Fintech

Sol Cuisine Ltd. Announces Closing of Qualifying Transaction

Published

4 years ago

May 19, 2021

Toronto, Ontario–(Newsfile Corp. – May 19, 2021) – Sol Cuisine Ltd. (TSXV: PN.P) (formerly. Platform 9 Capital Corp.) (the “Company“) is pleased to announce that it has completed its previously announced “Qualifying Transaction” in accordance with TSX Venture Exchange (TSXV) Policy 2.4 – Capital Pool Companies (the “Transaction“) pursuant to the terms of the Business Combination Agreement dated April 14, 2021 between the Company, 12835151 Canada Inc. (“Subco“), a wholly-owned subsidiary of the Company, and Sol Cuisine Inc. (“Sol Cuisine“).

The Transaction was completed by way of a three cornered amalgamation whereby Sol Cuisine and Subco amalgamated under the laws of Canada. In addition, the Company is pleased to announce the conversion and exchange of the subscription receipts (the “Subscription Receipts“) issued in connection with Sol Cuisine’s previously announced private placement offering of Subscription Receipts led by Canaccord Genuity Corp., together with CIBC World Markets Inc. and National Bank Financial Inc. (collectively, the “Agents“), which together with an investment by certain existing shareholders of Sol Cuisine raised gross proceeds of approximately $15 million (collectively, the “Offering“).

Immediately prior to the closing of the Transaction, the Company consolidated its issued and outstanding common shares on a 16.2076:1 basis (the “Consolidation“) and changed its name from Platform 9 Capital Corp. to “Sol Cuisine Ltd.”. Upon completion of the Transaction, including completion of the Offering, the issued and outstanding share capital of the Company consists of 54,382,350 common shares (“Common Shares“) on a non-diluted basis and 65,737,151 Common Shares on a fully diluted basis.

Final acceptance of the Transaction will occur upon the issuance of the Final Exchange Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV under the symbol “VEG” at the opening of markets on May 26, 2021.

In connection with the transaction, the Company’s board of directors has been reconstituted and is now comprised of the following individuals: Mike Fata (Chair), Dror Balshine, Mary Dalimonte, Beena Goldenberg and Lisa Swartzman. In addition, the board has appointed John Flanagan as Chief Executive Officer, David McLaren as Chief Financial Officer, Dror Balshine as President, Ken Cross as Chief Marketing Officer, Sarah Cline as Vice President of Sales, Prashin Chaturvedi as Vice President Supply Chain and CI, Michael Presley as Vice President Finance and Jason Saltzman as Corporate Secretary. The Company also adopted a new 15% “fixed” stock option plan (the “Plan“) as at the closing of the Transaction allowing for the issuance of a maximum of 8,157,353 common shares pursuant to the exercise of options under the Plan.

Full details of the Transaction and certain other matters are set out in the filing statement of the Company dated May 7, 2021 (the “Filing Statement“). A copy of the Filing Statement can be found under the Company’s SEDAR profile on SEDAR at www.sedar.com.

Legal Advisors

Gowling WLG (Canada) LLP were legal advisors to Sol Cuisine, WeirFoulds LLP were legal advisors to Platform 9 and Dentons Canada LLP were legal advisors to the Agents in connection with the Transaction.

Early Warning Disclosure as a Result of Completion of the Transaction

Pursuant to the Transaction, Planted Power Inc. (“PPI“) acquired control over 11,217,327 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by PPI prior to completion of the Transaction. PPI also acquired 22,254 Common Share purchase warrants to acquire 22,254 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by PPI prior to the completion of the Transaction. Dror Balshine, a director and officer of the Company is the sole director of PPI and is controlled by the 2018 Balshine Family Trust, a trust that Dror Balshine and his spouse, Tamara Sussman, are trustees of and the beneficiaries of which are members of Dror Balshine’s immediate family. PPI exercises control over 11,217,327 Common Shares (representing approximately 20.63% of the issued and outstanding Common Shares on a non-diluted basis and 17.06% on a fully-diluted basis). In addition, Dror Balshine directly holds 1,101,746 stock options of the Company exercisable until October 1, 2027 all of which were issued in exchange for the stock options of Sol Cuisine held by Dror Balshine prior to the completion of the Transaction. PPI currently does not have any plan to acquire or dispose of additional securities of the Company. However, PPI may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Transaction, BDC Capital Inc. (“BDC“), a federal crown corporation, acquired control over 16,862,906 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by BDC prior to completion of the Transaction. BDC also acquired 264,568 Common Share purchase warrants to acquire 264,568 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by BDC prior to the completion of the Transaction. BDC exercises control over 16,862,906 Common Shares (representing approximately 31.00% of the issued and outstanding Common Shares on a non-diluted basis and 25.65% on a fully-diluted basis). BDC currently does not have any plan to acquire or dispose of additional securities of the Company. However, BDC may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Transaction, New Acres Capital Ag & Food Limited Partnership and New Acres Capital Ag & Food Parallel Limited Partnership (collectively “New Acres Funds“) acquired control over an aggregate 8,898,012 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by New Acres Funds prior to completion of the Transaction. New Acres Funds also acquired 90,887 Common Share purchase warrants to acquire 90,887 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by New Acres Funds prior to the completion of the Transaction. New Acres Funds exercise control over 8,898,012 Common Shares (representing approximately 16.36% of the issued and outstanding Common Shares on a non-diluted basis and 13.54% on a fully-diluted basis). New Acres Funds currently does not have any plan to acquire or dispose of additional securities of the Company. However, New Acres Funds may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Transaction, Export Development Canada (“EDC“), a federal crown corporation, acquired control over 8,541,483 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by EDC prior to completion of the Transaction. EDC also acquired 87,246 Common Share purchase warrants to acquire 87,246 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by EDC prior to the completion of the Transaction. EDC exercises control over 8,541,483 Common Shares (representing approximately 15.71% of the issued and outstanding Common Shares on a non-diluted basis and 12.99% on a fully-diluted basis). EDC currently does not have any plan to acquire or dispose of additional securities of the Company. However, EDC may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

The foregoing disclosure regarding is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR“) at www.sedar.com and may also be obtained by contacting the Company’s CFO David McLaren at [email protected] or 905-502-8100.

For additional information concerning the Transaction and the foregoing matters in connection therewith, please refer to the Company’s press releases dated March 8, 2021, April 14, 2021, April 15, 2021, April 23, 2021 and May 7, 2021 and the Filing Statement, all of which are available under the Company’s SEDAR profile at www.sedar.com.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

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 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 release.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking information within the meaning of Canadian securities laws regarding the Company and its business. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Company and the equity markets generally. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

About Sol Cuisine Ltd.

Sol Cuisine is a fast-growing producer of branded, consumer-preferred plant-based protein offerings across key center-of-plate and appetizer categories. Sol Cuisine’s products are offered through an established omni-channel distribution platform in Canada and the U.S. and are available in over 11,000 stores and more than 41,000 unique points of distribution. Over a history of 20+ years, Sol Cuisine has consistently demonstrated an ability to innovate and delight customers in Canada and the U.S., while remaining true to its commitment to producing great tasting products that are nutritionally superior both to meat-based offerings and to competitive plant-based products. Sol Cuisine’s taste and nutritional superiority has also resulted in private label contracts with some of the most recognized grocery retailers in North America. These products are all produced at Sol Cuisine’s two state of the art facilities, totaling 35,000 square foot facility in Mississauga, Ontario, capable of supporting up to 10 million kilograms of volume per annum.

For more information please contact:

John Flanagan, Chief Executive Officer
Sol Cuisine Ltd. Telephone: (905) 502-8500

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/84495

Fintech

Fintech Pulse: A Daily Dive into Industry Innovations and Developments

Published

4 hours ago

November 26, 2024

Peter Tolan

fintech-pulse:-a-daily-dive-into-industry-innovations-and-developments

The financial technology sector continues to evolve at a rapid pace, offering innovations that disrupt traditional paradigms. Today’s briefing underscores fintech’s diverse growth avenues: from substantial venture capital plays and strategic partnerships to groundbreaking implementations in lending. Here’s a closer look at recent developments shaping the landscape.

Synapse’s Comeback and Andreessen Horowitz’s Strategic Bet

Source: Axios
Synapse, a financial infrastructure company previously embattled by controversy, is staging a remarkable comeback, backed by none other than venture capital heavyweight Andreessen Horowitz (a16z). With this new infusion of funds, Synapse aims to consolidate its position as a premier platform for building financial services tools.

This resurgence demonstrates the resilience of the fintech ecosystem, where innovation often prevails over turbulence. Synapse’s renewed vigor also signals that top-tier investors remain bullish on infrastructural solutions pivotal to the future of digital finance. Andreessen Horowitz’s participation not only validates Synapse’s model but also underscores the VC giant’s enduring interest in fintech infrastructure, even amid global economic uncertainties.

Analysis:
This partnership exemplifies the dynamism within fintech, highlighting the interplay of innovation, capital, and resilience. It also raises questions about the broader implications of giving second chances to firms with turbulent histories. While Synapse’s evolution could inspire others, it also places a spotlight on governance and accountability in high-growth sectors.

Israel’s Fintech Scene Gets a Boost with Investment in Finova Capital

Source: Calcalistech
Israeli fintech startup Finova Capital has raised an impressive $20 million in a funding round led by prominent institutional investors. This marks a significant milestone for the company as it seeks to expand its suite of financial solutions aimed at underserved markets.

Israel’s fintech ecosystem has long been recognized as a hub of innovation, and this latest investment only reinforces its global standing. Finova Capital’s focus on empowering smaller businesses and fostering financial inclusivity aligns with emerging trends where tech-driven solutions bridge critical gaps in financial services.

Analysis:
With this funding, Finova is poised to enhance its technological offerings while contributing to economic inclusion. However, the broader fintech industry will watch closely to see how the company leverages this capital amid increasing competition from regional and global players.

India’s Yubi Plans a Fundraising Push

Source: Bloomberg
Yubi, a prominent Indian fintech platform backed by Insight Partners, is reportedly preparing for a new fundraising round. Having already established itself as a leader in credit infrastructure, Yubi aims to bolster its offerings and expand its market footprint.

India’s fintech landscape is witnessing explosive growth, with platforms like Yubi playing a critical role in the credit ecosystem. Yubi’s planned fundraising reflects the broader appetite for scaling solutions that streamline credit access, particularly in emerging markets where traditional lending models often fall short.

Analysis:
This development highlights two key trends: the increasing reliance on credit platforms in high-growth economies and the strategic role of international investors like Insight Partners in driving fintech innovation. Yubi’s expansion plans could set a precedent for other regional fintech players seeking to scale amid global economic headwinds.

Provenir and Hastings Financial Services Win Global Recognition

Source: Business Wire
In a testament to the transformative power of digital lending solutions, Provenir and Hastings Financial Services have been jointly recognized for the Best Digital Lending Implementation at the IBSi Global Fintech Innovation Awards. This accolade underscores the success of their collaboration in modernizing the lending process through cutting-edge technology.

Provenir’s advanced decision-making platform and Hastings Financial Services’ lending expertise have delivered a solution that significantly enhances user experience, operational efficiency, and risk management. Such innovations highlight the increasing role of partnerships in advancing fintech’s digital transformation.

Analysis:
This recognition not only validates the efficacy of digital lending but also emphasizes the importance of partnerships in driving innovation. It signals to the industry that collaboration can be a powerful tool for staying ahead in a rapidly evolving marketplace.

Microf and Quantum Financial Technologies Forge New Alliances

Source: PR Newswire
Microf, a financial solutions provider, has announced a strategic partnership with Quantum Financial Technologies. This collaboration aims to expand lending solutions for contractors, providing streamlined access to capital for businesses in need of flexible financing options.

This partnership is a timely response to the growing demand for specialized financial products in niche markets. By leveraging Quantum’s technology, Microf can now offer more tailored solutions, particularly to contractors navigating complex financial requirements.

Analysis:
This development reflects a growing trend: the diversification of fintech offerings to serve specific market segments. As competition in mainstream fintech intensifies, targeting underserved niches could become a defining strategy for success.

Key Takeaways for the Fintech Ecosystem

Resilience in Fintech Funding: Despite economic uncertainties, venture capital continues to fuel innovative fintech players like Synapse and Finova Capital.
Regional Growth Stories: From Israel to India, fintech ecosystems are thriving, attracting global attention and investment.
Collaboration as a Catalyst: The success of partnerships like Provenir-Hastings and Microf-Quantum underscores the importance of strategic alliances.
The Power of Recognition: Awards like the IBSi Fintech Innovation Awards validate industry achievements, inspiring others to push the envelope.
Focus on Inclusion: Whether through credit platforms or lending solutions, fintech is playing a pivotal role in fostering financial inclusivity worldwide.

Looking Ahead: Challenges and Opportunities

The fintech sector’s journey is far from linear. Regulatory complexities, technological disruptions, and market volatility remain persistent challenges. However, as seen in today’s developments, the opportunities far outweigh the risks. By prioritizing innovation, collaboration, and inclusivity, fintech players can navigate the complexities of the global financial landscape.

This moment in fintech history is pivotal. It’s a time for bold decisions, strategic partnerships, and a commitment to bridging financial divides. As industry players rise to the occasion, the road ahead promises a future where technology and finance intertwine to empower individuals and businesses alike.

The post Fintech Pulse: A Daily Dive into Industry Innovations and Developments appeared first on News, Events, Advertising Options.

Fintech

Fintech Latvia Association Releases Fintech Pulse 2024: A Guide to Latvia’s Growing Fintech Hub

Published

1 day ago

November 25, 2024

Adrienn Sarkany

fintech-latvia-association-releases-fintech-pulse-2024:-a-guide-to-latvia’s-growing-fintech-hub

The Fintech Latvia Association has launched the latest edition of its annual publication, Fintech Pulse 2024, unveiling insights and resources that position Latvia as a thriving hub for European fintech.

Announced at this year’s Fintech Forum, the magazine is now available in digital format, offering a comprehensive guide for fintech professionals and entrepreneurs navigating the Latvian market and exploring its advantages.

This issue covers essential topics, from support tools provided by Latvijas Banka and newcomer roadmaps to Riga’s investor resources and fintech education opportunities. Readers will find the latest fintech news from Latvia, coverage of this year’s key industry events, and member insights on the future of fintech. The Fintech Landscape section provides a comprehensive overview of the Latvian fintech ecosystem.

Tina Lūse, Managing Director of Fintech Latvia Association, expressed excitement about the ecosystem’s growth: “We are excited to unveil the third annual edition of Fintech Pulse. This year has been pivotal for our ecosystem, and together with public sector stakeholders, we are enhancing financial inclusion, democratizing investments, and driving innovation throughout the sector. This is a testament to Latvia’s emergence as a fintech hub, establishing itself as an equal partner in innovation and support within the Baltic region.”

Minister of Finance Arvils Ašeradens highlighted Latvia’s fintech potential in the magazine, stating: “Latvia has already made strides in adapting its regulatory framework to support a stable financial system. Now, we encourage financial market players to invest in modern technologies to meet the growing demand for inclusive financial services and solidify Latvia’s position in the fintech landscape. We are confident that with the combined offer of the government, Latvijas Banka and Riga city, we are a great place to start your next scalable European FinTech!”

Minister of Economics Viktors Valainis expressed Latvia’s ambition in the magazine, stating: “Latvia wants to become a WEB 3.0. innovation hub and solidify itself as one of the leaders of a newly regulated EU crypto-asset market. We welcome international companies to choose Latvia, a flexible and fast-paced country, where you can obtain a MICA license in just 3 months. Open your office in Latvia, receive a MICA license and serve the whole EU market!”

The Fintech Latvia Association brings together fintech and non-banking financial service providers to represent their interests at both the national and international levels. It promotes sustainable development in Latvia’s financial sector by fostering reliable, responsible, and long-term industry practices that earn trust from consumers and regulatory authorities. The association is committed to supporting innovation and growth opportunities within the fintech landscape.

The post Fintech Latvia Association Releases Fintech Pulse 2024: A Guide to Latvia’s Growing Fintech Hub appeared first on News, Events, Advertising Options.

Fintech

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

Published

2 days 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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