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Battery Road Capital Corp. Provides Updates Respecting Proposed Qualifying Transaction

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Halifax, Nova Scotia–(Newsfile Corp. – June 2, 2021) – Battery Road Capital Corp., (TSXV: BTRY.P) (“Battery Road“), a capital pool company listed on the TSX Venture Exchange (the “TSXV“), is pleased to provide an update on its previously announced share exchange agreement dated as of October 10, 2020 (the “Definitive Agreement“) with E-Tech Kalapuse Mining (Pty) Ltd. (“E-Tech Namibia“) and the holders of all of the outstanding shares of E-Tech Namibia (the “E-Tech Namibia Parties“), which provides for the acquisition of all of the outstanding E-Tech Namibia Shares (the “E-Tech Namibia Shares“) by Battery Road and which will constitute the Qualifying Transaction (as such term is defined in policy 2.4 of the TSXV of Battery Road (the “CPC Policy“).

To give effect to the Definitive Agreement, parties will proceed to take several actions (collectively, the “Transactions“), including:

  1. Battery Road will conduct a concurrent financing subscription receipts (the “Offering“) to convert into post-split shares of Battery Road;
  2. Battery Road will conduct a stock split and name change;
  3. convertible debentures of E-Tech Namibia (the “E-Tech Debentures“) will convert into ordinary shares of E-Tech Namibia;
  4. the exchange of shares contemplated in the Definitive Agreement and the additional shares of E-Tech Namibia issued upon conversion of the E-Tech Debentures will occur (the “Share Exchange“);
  5. subscription receipts issued under the Offering will convert into post-split shares of Battery Road; and
  6. Battery Road will enter into a post-transaction support and services agreement with Numus Financial Inc. (the “Services Agreement“).

The Transactions remain subject to all necessary regulatory approvals and other conditions which are typical for a transaction of this type.

Extension Agreement

The parties to the Definitive Agreement have entered into an extension agreement dated March 31, 2021 increasing the amount of time parties have to complete the Transactions to June 30, 2021.

Amending Agreement

The parties to the Definitive Agreement have entered into an agreement dated June 2, 2021 amending the Definitive Agreement in several ways, including:

  1. the Concurrent Private Placement (the “Offering“) will now be increased and conducted by Battery Road through the issuance of subscription receipts outlined below as opposed to a financing conducted by offering shares of E-Tech Namibia;
  2. the parties now contemplate the completion of a stock split (the “Split“), on the basis of 2 post-split common shares of Battery Road (“Post-Split Shares“) for every 1 pre-split common share of Battery Road (“Pre-Split Shares“); and,
  3. the exchange ratio of the Share Exchange will be adjusted for the Split such that each ordinary share of E-Tech Namibia shall convert into 111,111 Post-Split Shares.

Concurrent Private Placement -Subscription Receipt Financing

Battery Road has entered into an engagement (the “Offering Engagement“) with Numus Capital Corp. (the “Agent“), a subsidiary of Numus Financial, to complete the Offering of subscription receipts issued by Battery Road at a price of $0.25, each convertible into one Post-Split Share, subject to adjustment if the Split does not occur. Up to 20,000,000 subscription receipts will be offered on a “best efforts” private placement basis for aggregate gross proceeds to Battery Road of up to $5,000,000 in connection with the Share Exchange, assuming the full exercise at or before closing of the Offering of the over-allotment option described below. The minimum gross proceeds of the Offering will be $2,000,000.

Under the Offering Engagement, Battery Road has granted to the Agent an over-allotment option exercisable in whole or in part by the Agent at any time up to the closing date of the Offering in an amount of 4,000,000 Subscription Receipts. If the over-allotment option is exercised in full, the total gross proceeds of the private placement of Subscription Receipts will be $5,000,000.

The Subscription Receipts will be issued pursuant to a subscription receipt agreement to be entered into among Battery Road and Computershare Trust Company of Canada (the “Escrow Agent“), in its capacity as escrow agent thereunder. The specific attributes of the Subscription Receipts shall be set forth in the subscription receipt agreement.

On the closing of the Offering, the gross proceeds raised in connection with the Offering including any fees owed to the Agent, will be held in escrow on behalf of the subscribers by the Escrow Agent in investments that may be approved by the Agent, (the “Escrowed Funds“).

The Escrowed Funds (less the fees and any expenses payable by Battery Road to the Agent) will be released to Battery Road upon receipt by the Escrow Agent of a written joint notice of Battery Road and E-Tech Namibia stating that the Share Exchange contemplated in the Definitive Agreement has closed, at which time each Subscription Receipt shall automatically be exchanged for Post-Split Shares.

If the Transactions are not completed by 5:00 p.m. (Halifax time) on December 31, 2021 or such later date as Battery Road and the Agent may agree in writing or if, prior to such time, Battery Road advises the Agent in writing or announces to the public that it does not intend to satisfy the escrow release conditions outlined in the Subscription Receipt Agreement, and unless the requisite approval is obtained, all of the issued and outstanding Subscription Receipts will be cancelled and the Escrow Agent will return to each holder of Subscription Receipts, an amount equal to the Subscription Price for the Subscription Receipts held by such holder plus a pro rata share of any interest or other income earned on the Escrowed Funds (less applicable withholding tax, if any). To the extent that the Escrowed Funds are insufficient to refund each holder of Subscription Receipts, Battery Road shall be liable for and will contribute such amounts as are necessary to satisfy any shortfall.

In connection with the Offering Engagement, the Agent will receive, conditional upon closing of the Share Exchange (a) a cash commission equal to 7.0% of the aggregate gross proceeds raised by Battery Road from the sale of any Subscription Receipts in connection with the Offering; and (b) such number of convertible compensation warrants entitling the Agent to purchase that number of Post-Split Shares in Battery Road equal to seven percent (7%) of the Subscription Receipts in the Offering, with conversion terms adjusted if the Split does not occur. This is expected to equate to 1,400,000 Post-Split Shares after exercise of the warrants, assuming exercise in full of the over-allotment option. The compensation warrants may be exercised for a period of 24 months after the closing of the Transactions.

The proceeds of the Offering will be used after completion of the Transactions to facilitate exploration activities at the Eureka neodymium and praseodymium project, located in central west Namibia, and for general working capital purposes.

Loans Provided by Numus Financial and Other Parties to E-Tech Namibia

In order to satisfy certain financial obligation and to advance its exploration plans in advance of closing the Transactions E-Tech Namibia Parties entered into the unsecured, convertible E-Tech Debentures bearing interest annually at a rate of 12% that are convertible into ordinary shares of E-Tech Namibia at a rate of $12,000 per ordinary share. Under these debentures E-Tech Namibia is expected to have been loaned by the closing of the Transactions, in aggregate, up to $1,500,000 with an estimated $60,000 in accrued interest. The E-Tech Debentures, including interest, if converted on the date of this press release, would convert into an aggregate of approximately 130 ordinary shares of E-Tech Namibia, and, upon completion of the Split, would equate to 14,444,444 Post-Split Shares of Battery Road. This equates to a deemed price per Post-Split Share received under the E-Tech Debentures of $0.108.

A portion of the E-Tech Debentures are expected to be outstanding with non-arm’s length parties to Battery Road at the closing of the Transactions. An estimate of the expected outstanding E-Tech Debentures at closing follows:

Holder Principal Amount Estimated Interest Accrued (1) Equivalent E-Tech Namibia Ordinary Shares (including estimated converted interest) Equivalent Post-Split Shares of Battery Road (including estimated converted interest) Deemed price per Post-Split Share
Wade Dawe(2) $245,000 $9,800 21 2,359,259 $0.108
James Megann(3) $105,000 $4,200 9 1,011,111 $0.108
Numus Financial $605,000 $24,200 52 5,825,926 $0.108
Daniel Whittaker(4) $100,000 $4,000 9 962,963 $0.108
Evan Dawe(5) $35,000 $1,400 3 337,037 $0.108
Other Arm’s Length Holders $410,000 $16,400 36 3,948,148 $0.108
Total $1,500,000 $60,000 130 14,444,444 $0.108

 

Notes:

  1. Actual amount of interest, and therefore Post-Split Shares ultimately received by each debenture holder, and price per Post-Split Share will vary depending on the date of conversion of the E-Tech Debentures.
  2. Includes debentures held by Associated family members not listed individually and Affiliate, Brigus Capital Inc.
  3. Includes debentures held by Affiliate John St. Capital Inc.
  4. Includes debentures held by Affiliate Birchpoint Holdings Incorporated.
  5. Related party to Numus Financial.

There is no finder’s fee or commission payable by E-Tech Namibia or Battery Road with respect to the E-Tech Debentures.

Approximately $210,750 of the E-Tech Debentures will assist in restructuring existing debt of E-Tech Namibia, $238,000 will be used to repay shareholder loans of shareholders of E-Tech Namibia, with remaining amounts providing funding exploration activities.

Share Split

Battery Road shall conduct the Split and Share Exchange such that the E-Tech Namibia Parties will receive Post-Split Shares (or equivalent amounts of Pre-Split Shares) and the Subscription Receipts (as defined below) issued in the concurrent financing, will subject to their terms, convert into Post-Split Shares, (or equivalent amounts of Pre-Split Shares) as well.

Effect of Transactions on Shares of Battery Road

The outstanding shares of Battery Road will be affected by the Transactions as follows:

Currently outstanding shares (adjusted for the Split) 25,971,500
Post-Split Shares issuable on conversion of the E-Tech Debentures (including estimated interest to be converted) 14,444,444
Post-Split Shares issuable to E-Tech Namibia Parties pursuant to the Share Exchange 22,222,223
Post-Split Shares issuable on conversion of the subscription receipts in the Concurrent Private Placement 20,000,000
Total 82,638,167

 

This equates to a deemed amount of proposed consideration for the E-Tech Namibia Shares (including the convertible debentures and estimated interest after conversion) equal to, in aggregate, 36,666,667 Post-Split Shares, or 111,111 Post-Split Shares for each outstanding ordinary share of E-Tech Namibia. Each share of E-Tech Namibia is valued at $12,000, which equates to a deemed price per Post-Split Share of $0.108.

Other than the fees disclosed with respect to the Agent in the Offering, there are no finder’s fees or commissions in relation to the Transactions.

Identification of any interest of Non-Arm’s Length Parties to the CPC

Numus Financial has an interest in the Transactions through (i) E-Tech Debentures, which will convert to shares of E-Tech Namibia which will, in turn, be exchanged for shares of Battery Road; (ii) Offering Engagement of its subsidiary as Agent; and (iii) the Services Agreement it will enter with the Battery Road. James Megann, a director and shareholder of Battery Road, is a director, officer and minority shareholder of Numus Financial. Wade Dawe, a shareholder of Battery Road, is a director, officer and minority shareholder of Numus Financial.

Daniel Whittaker, Director of Battery Road, is the holder of E-Tech Debentures and is indirectly a subscriber in the Offering through Birchpoint Holdings Incorporated.

Certain subscribers in the Offering are related parties or insiders to Battery Road making up approximately 11% of the Offering:

Insider/Related Party Amount of Subscription Receipts Price ($) Percent of Offering Equivalent Post-Split Shares of Battery Road Percent of Battery Road after Completion of Transactions
Garry Stewart 80,000 20,000 0.4% 80,000 0.1%
Torrent Capital Limited(1) 1,200,000 300,000 6.0% 1,200,000 1.5%
James Megann(2) 24,960 6,240 0.1% 24,960 0.0%
Dan Whittaker(3) 800,000 200,000 4.0% 800,000 1.0%
Total 2,104,960 526,240 10.5% 2,104,960 2.6%

 

Notes:

  1. Related party to Battery Road as a result of common ownership.
  2. Subscription by John St. Capital Inc. James Megan controls John St. Capital Inc.
  3. Subscription by Birchpoint Holdings Incorporated. Daniel Whittaker controls Birchpoint Holdings Incorporated.

The Share Exchange does not constitute a “Non-Arm’s Length Qualifying Transaction” as that term is defined under TSXV policies.

Shareholder Approval

Battery Road will be seeking special shareholder approval for the Split and the name change. Battery Road will also be seeking disinterested shareholder approval of E-Tech Debentures, which will convert to shares of E-Tech Namibia which will, in turn, be exchanged for shares of Battery Road; (ii) the Offering Engagement; and (iii) the Services Agreement. Participation of related parties in the Offering fall below the threshold for shareholder approval under applicable securities laws. Battery Road is relying upon an exemption for shareholder approval required for the Offering under section 5.7(1)(b) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special transactions (“MI-61-101“) on the basis that the fair market value of the securities purchased by interested parties to the Offering is not more than $2,500,000 and the Offering has been approved by the independent director of Battery Road.

Further details of the Transactions, including a description of the background, review, and approval process at Battery Road, and specific uses of proceeds of the Offering will be contained in a management information circular to be sent to shareholders and made available via online in connection with the meeting to be called to approve elements of the Transactions.

Two elements of the Transaction (the Offering and Offering Engagement) are expected to be completed prior to 21 days from the date of this press release, provided however that funds from the Offering including compensation owing to the Agent under the Offering Engagement are placed in escrow only to be released contingent on closing of Qualifying Transaction, failing which proceeds of the Offering shall be returned to subscribers under the terms of the Subscription Receipt Agreement among Battery Road, the Agent, and Computershare Trust Company of Canada.

Valuation Exemption

Battery Road is relying upon the exemption from formal valuation requirements with relation to a related party transaction under section 5.5(b) of MI 61-101 because no securities of Battery Road are listed or quoted on specified markets outlined in that section of MI 61-101.

Insiders

Following completion of the Share Exchange, the following persons will be insiders:

John Philpott – Director

As president and CEO of Canabo Medical Corp, John led the executive team through a successful public listing for Canabo followed by managing the merger of Canabo with Aleafia Health Inc. in a transaction valued at $40 million resulting in combined operation with a market cap over $200 million at the close of the merger. Canabo was a venture backed company with the objective of becoming a leading clinic operation in Canada for the education of physicians, diagnosis and prescription fulfillment for medical marijuana patients; and to develop a leading patient research database to support the proliferation of medical marijuana products. In less than two years, he scaled the company from one Toronto clinic with two part-time physicians to 24 clinics across Canada, 140 recruited physicians supported by a national call center.

CanAm has been a leading physician recruitment and placement company in the Canadian and international markets for over 20 years. As CEO of CanAm Physician Recruiting, Inc., John consults with physicians, hospital administrators, government officials, and private clinic owners John and his associate recruiter staff have successfully placed and managed career transitions for over thousands of doctors. CanAm continues to thrive with a focus on the Canadian market.

Born and raised in Newfoundland, John graduated from Memorial University in St. John’s NFLD with a Bachelor in Mechanical Engineering in 1995 after completing a three-year Petroleum Engineering Technology program at the Cabot Institute of Applied Engineer Science. He worked as an engineer in Canada, the U.S., and overseas before founding CanAm Physician Recruiting Inc. in 1997.

In 2013, John became a member of Canadian Management Consultant (CMC) and obtained certification through the Executive stream in 2014. John is an active volunteer serving on numerous boards and executive committees such as CMC Atlantic Canada chapter, the Halifax Club (the oldest business club in North America), East Hants Sportsplex (a $22-million facility) and Oakfield Golf & Country Club. In his leisure time, John is an avid outdoorsman who enjoys golf, fly fishing, hunting and cooking.

Chris Drysdale – Director

Mr. Drysdale is an experienced professional with international experience in the mineral and exploration industry and currently serves as Vice-President Operations and Corporate Development for Antler Gold Inc., a gold exploration company focused on the acquisition and exploration of gold projects in Namibia. He has previously served as the Kenyan Country Manager for Stockport Exploration Inc., overseeing the operations for all aspects of its gold exploration and production activities throughout East Africa. Prior to that, Mr. Drysdale worked as a Field Exploration Geologist for Remote Exploration Services (Pty) Ltd., a geological consulting firm based out of South Africa servicing all aspects of the mineral industry. Mr. Drysdale has a progressive and diverse background with extensive work experience in Namibia, and has been involved in various mineral projects throughout Africa.

Mr. Drysdale received a BSc in 2010 and is currently enrolled in an MBA program at the University of Stellenbosch.

Daniel Whittaker – Director

Mr. Whittaker is the current CEO of Antler Gold Inc. and has held senior positions in the mineral industry for the last 20 years. Most recently, he was a founder of GoGold Resources Inc., a mineral exploration, development and production company. Daniel held senior management positions with GoGold from January 2008 to January 2016 and also served as a director of GoGold from inception to January 2013. He founded Ucore Rare Metals Inc. in 2006 and served as an officer and director to March 2008.

Mr. Whittaker holds a Bachelor of Arts in Economics Degree and a Masters of Business Administration from the Richard Ivey School of Business at the University of Western Ontario. He also has held the Chartered Financial Analyst designation from the CFA Institute since 1995.

Ken Marshall – Director

Ken Marshall has extensive experience in the Information Technology and Telecommunications Sectors, having served in various positions at Rogers Communications throughout his career. Mr. Marshall was the Senior VP, National Residential Marketing (Toronto) where he led the Wireline Marketing Group in the launch of the Ignite platform, and also served as the Regional President (Atlantic Region) and the Vice President – Enterprise Business Unit.

Mr. Marshall has spent his post telecom time working with emerging start-up organizations, and serves on the Boards of Genesis, Newfoundland and Labrador’s primary innovation hub and incubator; Celtx, an online platform for film, video and game production; eXeBlock Technology Corporation focusing on opportunities in digital identity and authentication; and Metricsflow, a B2B platform to significantly enhance website attribution.

Mr. Marshall obtained a Bachelor of Commerce (Hons.) from Memorial University in 1984 and a Masters Business Administration (Finance) from Dalhousie University in 1985.

Edward Loye – Director

Mr. Loye has worked on the characterization of Rare Earth Element deposits for 8 years, notably in Namibia and as a member of staff at Camborne School of Mines, University of Exeter, UK. Ed has developed an extensive network across the REE supply chain and played a key role in securing £2.7 million in 2014 from the UK Government for REE research within the Security of Supply RARE Programme. Mr. Loye managed the academic and industrial collaborators across this international consortium of REE experts.

In 2015, he co-founded E-Tech Metals to pursue and strategize the geological delineation and prospectivity of the Eureka Project in Namibia. Mr. Loye has since instigated metallurgical test work and managed the drilling and trenching campaigns on site.

Mr. Loye completed a BSc Applied Geology at the University of Plymouth, UK in 2000, a MSc Mining Geology in 2012 and a Masters by Research MRES in 2013 at the Camborne School of Mines, University of Exeter, UK. Mr Loye is a Fellow of the Geological Society of London FGA and a Master of Camborne School of Mines MCSM.

Elbert Loois- Chief Executive Officer

Elbert brings over 20 years of management and consulting experience for business development, M&A, and sustainable supply strategy within the raw materials, automotive, and clean technology industries. He has extensive experience in developing sustainable supply and off taking strategies. He has worked with international OEMs and tier 1 suppliers to develop critical material supply strategies.

He has been responsible for the portfolio management of international mining projects at RWE Power and has also served as CEO of the largest German mining consulting company, DMT-IMC. Furthermore, he worked as a senior mining engineer in opencast mining and underground projects and as R&D manager for operational mining technology.

Elbert completed an MBA from Alliance Manchester Business School in 2009, Additionally, he holds a Master of Science degree in Mining Engineering from Delft University of Technology in the Netherlands.

Rob Randall – Chief Financial Officer and Secretary

Mr. Randall has served as a contract CFO for a number of TSXV-listed companies and has extensive public company financial experience. Rob currently serves as the Chief Financial Officer of Torrent Capital, Sona Nanotech, Antler Gold Inc. and eXeBlock Technology Corporation. Rob was the Corporate Controller of Etruscan Resources Inc. from 1997 to 2011 overseeing the financial operations for all aspects of its gold exploration and production activities throughout West Africa, as well as its diamond operations in South Africa and resource exploration in Namibia. He also served as Controller of Nova Gold Resources Inc. from 1997 to 2001.

Rob graduated with a Commerce Degree from St. Mary’s University in Halifax and obtained his CA designation in 1987 with Coopers and Lybrand where he was appointed as a Principal in 1995. He is a member of CPA Canada and the Chartered Professional Accountants of Nova Scotia. Rob is active in his community as a Board member and Past Chair and Treasurer of the Nova Scotia Sport Hall of Fame.

Sponsor

Sponsorship of a Qualifying Transaction is required by the TSXV unless exempt or waived in accordance with the CPC Policy. Battery Road intends to apply for a waiver from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that a waiver will be provided.

Transition to new Policy 2.4

Due to changes recently announced by the TSXV to its Capital Pool Company program and changes to the CPC Policy, which become effective as at January 1, 2021 (the “New CPC Policy“), Battery Road intends to implement certain amendments to align with the New CPC Policy.

Pursuant to the New CPC Policy, Battery Road will be seeking approval at its special meeting of shareholders scheduled to be held on June 29, 2021 (the “Meeting“) for the following matters: (i) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of Battery Road’s date of listing on the TSXV (the “Listing Date“); and (ii) to amend the escrow release conditions and certain other provisions of Battery Road’s Escrow Agreement (the “Escrow Agreement“). These proposed amendments are described in further detail below. All other matters outlined in this press release will be brought forward at a subsequent shareholder meeting yet to be scheduled.

Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date

Under the Exchange’s Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the “Former Policy“) there are certain consequences if a Qualifying Transaction is not completed within 24 months of the Listing Date. These consequences include a potential for the common shares of Battery Road to be delisted or suspended, or, subject to the approval of the majority of Battery Road’s shareholders, transferring Shares to list on the NEX; and, cancelling certain seed shares. The New CPC Policy has removed these consequences if disinterested shareholder approval is obtained. Battery Road intends to ask disinterested shareholders to approve the removal of such consequences at the Meeting, as it believes that it will afford Battery Road greater flexibility to complete a Qualifying Transaction that is beneficial to all interested parties, and will also allow Battery Road to better withstand market volatility.

Amendments to the Escrow Agreement

Battery Road intends to ask disinterested shareholders to approve Battery Road making certain amendments to the Escrow Agreement, including allowing Battery Road’s escrowed securities to be subject to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month escrow release schedule in the Former Policy.

In addition, Battery Road wishes to amend the Escrow Agreement such that all options granted prior to the date the TSXV issues a final bulletin for the Qualifying Transaction (“Final QT Exchange Bulletin”) and all shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the shares issued in the IPO and (b) any shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.

Trading Halt

Trading in the common shares of Battery Road are presently suspended and will remain so until the Transactions are completed and approved by the TSXV.

About Battery Road Capital Corp.

Battery Road is a Capital Pool Company listed on the TSX Venture Exchange. Its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. Battery Road has not commenced commercial operations and has no assets other than cash.

For further information please contact:

Jim Megann, Director
Battery Road Capital Corp.
902-442-7192

Completion of the Transactions is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required 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 management information circular or filing statement to be prepared in connection with the Transactions, any information released or received with respect to the Transactions 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 TSXV has in no way passed upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Battery Road to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include the intention to complete the Qualifying Transaction, including the Split and Offering. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the Amalgamation Agreement; satisfying the requirements of the TSXV with respect to the acquisition and the qualifying transaction; consumer interest in Battery Road’s services and products; competition; and anticipated and unanticipated costs. While Battery Road anticipates that subsequent events and developments may cause its views to change, Battery Road specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Battery Road’s views as of any date subsequent to the date of this press release. Although Battery Road 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 not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Battery Road. Additional factors are noted under “Risk Factors” in Battery Road’s initial public offering prospectus dated August 10, 2018, a copy of which may be obtained on the SEDAR website at www.sedar.com.

Completion of the Transactions is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or 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 proposed transaction and has neither approved nor disapproved the contents of this press release.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/86255

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Copper State Credit Union Takes One Platform Approach with Jack Henry

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Jack Henry™ (Nasdaq: JHKY) announced today that Copper State Credit Union will leverage the company’s single technology platform to boost internal efficiencies and improve experiences.

Copper State Credit Union formed in 2020 from the merger of Canyon State Credit Union and Deer Valley Credit Union. Following the merger, the credit union managed multiple products across several different technology providers. This prompted the team to reevaluate their strategy and select Jack Henry as their enterprise technology provider. Jack Henry’s open infrastructure will automate and streamline operations, as well as integrate and optimize offerings.

“Jack Henry’s single platform approach allows us to consolidate our existing relationships into one organization with the option to tap into a vast ecosystem of fintech services,” said Robb Scott, President/CEO of Copper State Credit Union. “This enables us to continue to be innovative in our markets while remaining committed to delivering an exceptional member experience.”

Copper State Credit Union understands the importance of providing a convenient and simple digital experience for members. Their new digital banking platform will give members a complete view of all their finances in a single place. Part of this experience will include the ability to open new accounts and debit cards, manage credit scores, and receive instant payments. And, modern fraud and financial crimes prevention and detection solutions will protect members’ data and monitor transactional behavior.

“Our all-in strategy with Jack Henry ensures our members receive the connected services and resources they need to achieve financial prosperity and empowerment,” Scott continued. “The relationship frees up our internal resources to focus on finding ways to improve the financial lives of member-families within our community.”

Shanon McLachlan, president of Credit Union Solutions at Jack Henry, commented, “The beauty of our technology is the optionality and flexibility. Credit unions can choose to be in all-in with us like Copper State Credit Union or start by investing in their technology future one step at a time. Regardless, we continue to provide the support and services they need to help their members succeed.”

The post Copper State Credit Union Takes One Platform Approach with Jack Henry appeared first on HIPTHER Alerts.

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Moomoo Wins “Best Stock Trading App” Award in 2024 FinTech Breakthrough Awards Program

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Moomoo Technologies Inc. today announced that FinTech Breakthrough recognized the company with its 2024 annual award of “Best Stock Trading App.”  Founded in 2018, moomoo is an investment and trading platform that empowers global investors with pro-grade, easy-to-use tools, data, and insights. With its sister brand, moomoo has over 21 million users globally and it provides users with the necessary information and technology to make more informed investment decisions.

As the FinTech sector becomes more crowded and companies struggle to stand out from the crowd with their products and services, the FinTech Breakthrough Awards help recognize and showcase FinTech innovators based on creativity, hard work, and technologies centered around their products, solutions, and services. Its committee selected winners based on their innovative performance, their impact on solving user needs and problems, and whether their ease of use management can scale at growth.

“We are thrilled to be recognized as the best stock trading app by FinTech Breakthrough as it supports our mission to provide all levels of investors with an intuitive and robust platform,” said Justin Zacks, Vice President of Strategies, Moomoo Technologies Inc.  “Backed by independent research, advanced technological development capabilities, and our unique digital-first business model, we want to level the playing field for retail investors. From powerful stock and option analysis tools to fully extended trading hours, moomoo serves both new and experienced traders.”

“Moomoos’ robust technologies help investors spot potential investment opportunities and make informed decisions. Investors at all levels are looking for in-depth data, market news and global insights,” said Steve Johansson, Managing Director, FinTech Breakthrough. “We want to recognize moomoo as ‘Best Stock Trading App!’ By striving to provide investors with the best online trading experiences possible, investors at any stage can make confident investment decisions backed by readily available data and insights.”

The post Moomoo Wins “Best Stock Trading App” Award in 2024 FinTech Breakthrough Awards Program appeared first on HIPTHER Alerts.

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Insights from Prague Gaming & TECH Summit 2024 Speakers (pre-event)

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As we approach the Prague Gaming & TECH Summit, we’ve connected with some of the event’s distinguished speakers to delve into the future of the gaming and tech industries. Their insights shed light on the shifting dynamics, underscoring the significance of adaptability, innovation, and strategic foresight.

We posed the following questions to our speakers:

  • What has been the most surprising or valuable lesson you’ve learned in your career within the gaming/tech sector?
  • Can you share a project or achievement in your career that you’re particularly proud of?
  • In your opinion, what are the biggest challenges facing the gaming and tech industries today?

Below, you’ll find a brief overview of their responses. For more in-depth insights, scroll down to read each speaker’s full reply.

#### Viktoria Soltesz: Mastering the Financial Game

Viktoria Soltesz, a pivotal figure in the payment solutions space, shared a crucial lesson from her career: the significance of a well-crafted payment plan. Through her work, Soltesz has observed the downfall of companies due to inadequate financial strategies, emphasizing that such pitfalls are easily avoidable with proper planning. Her recent book, “Moving Money – How Banks Think,” aims to demystify banking and payment processes for businesses, advocating for informed financial decision-making within the gaming and tech sectors.

#### Aleksandra Andrishak: The Power of Continuous Learning

Representing Slotsjudge, Editor in Chief Aleksandra Andrishak looks forward to delving into topics like iGaming and blockchain at the summit. Andrishak highlights the transformative work undertaken at Slotsjudge in 2023 and stresses the importance of perpetual learning in the fast-paced gaming industry. Her advice to newcomers is to embrace innovation and remain adaptable to stay ahead.

#### Jakub Tesar: Blockchain’s Expanding Horizon

Jakub Tesar predicts a promising future for blockchain technology, especially within the Ethereum ecosystem, and the rise of Web3. He envisions a world where gamers have greater control over virtual collectibles and in-game items, thanks to blockchain. Tesar anticipates GenAI revolutionizing game interactions and narratives, urging industry professionals to experiment with blockchain’s burgeoning use cases.

#### Kaspar Szymanski: Navigating SEO in the Gaming and Tech World

Kaspar Szymanski, with his rich background in Google Search, identifies the challenge of distinguishing brands in a saturated market. He argues for a focus on unique selling propositions and long-term growth strategies. At the summit, Szymanski aims to dispel SEO myths and offer actionable advice, emphasizing that SEO setbacks can lead to significant growth opportunities.

#### Jasmina Poglavc: Data-Driven Innovation in iGaming

Jazz underscores the impact of advanced data analytics and AI in enhancing the iGaming experience through personalized player engagement. She points out the challenges of data privacy and navigating the regulatory landscape, advocating for a shift towards more player-centric and responsible gaming practices.

These insights from our speakers highlight a common theme: the gaming and tech industries are at a critical juncture, facing challenges that span financial planning, regulatory navigation, and technological innovation. The Prague Gaming & TECH Summit stands as a pivotal platform for addressing these challenges, fostering dialogue, and paving the way for future advancements.

As we anticipate the rich discussions and networking opportunities at the summit, it’s clear that adaptability, continuous learning, and strategic planning are key to navigating the future of gaming and tech. Join us in Prague to explore these themes and more, shaping the trajectory of these dynamic industries.


Viktoria Soltesz – Founder at PSP Angels

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

In my career within the gaming/tech sector, one of the most valuable lessons I’ve learned is the importance of having a payment plan. While analyzing the financial and banking information of various companies, I noticed a recurring pattern: many companies that failed did so due to poor payment and banking practices. They often miscalculated risks, under-budgeted costs, or neglected to set up a proper payment plan. These errors in financial planning were common culprits behind their downfall. What surprised me the most was how easily these businesses could have avoided such failures with proper payment planning. It became evident that many businesses fail for avoidable reasons, and simply taking the time to understand and establish a payment plan can make a significant difference. By paying close attention to the flow of money and investing just a few hours in crafting a solid plan, a business can set itself on a path to success, outperforming much of its competition.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

One of the achievements I’m particularly proud of in my career is the recent launch of my book, “Moving Money – How Banks Think,” which is now available on Amazon. This book is a valuable resource for businesses, emphasizing the often-overlooked importance of banking and payments in today’s competitive landscape. It provides insights into the intricacies of banking decisions, the history of payment systems, and practical guidance on managing funds more safely and cost-effectively. I’m excited to share this knowledge and help businesses make informed decisions in the realm of payments, especially those that are high-risk or startups.

What do you think are the biggest challenges facing the gaming and tech industries today?

In the gaming and tech industries today, one of the most significant challenges is undoubtedly related to payments. While these industries focus heavily on product development, market competition, and marketing strategies, the crucial aspect of payment planning often gets overlooked. This oversight can lead to businesses incurring unnecessary banking fees and facing unexpected operational risks. Understanding the complexities of banking and payment systems is crucial, yet it remains an area with limited knowledge for many in these sectors. Lack of knowledge in this domain can result in poor financial decision-making. As a payment expert, I have observed that addressing these payment-related challenges is essential for the long-term success and sustainability of businesses in the gaming and tech industries. By gaining a better understanding of how payments work and the reasoning behind banking decisions, these industries can navigate financial challenges more effectively and make informed choices, ultimately ensuring smoother operations and cost savings.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am greatly anticipating the upcoming Prague Gaming & TECH Summit for several compelling reasons. First and foremost, I’m excited about the high-quality content that will be presented during the event. It’s an excellent opportunity to gain valuable insights and knowledge about the gaming and tech industries.

Additionally, I’m looking forward to reconnecting with old acquaintances and making new connections. Networking is a fundamental aspect of such gatherings, allowing us to exchange ideas, share experiences, and forge new professional relationships.

Lastly, I’m eager to hear about the latest industry developments and gossip. Staying informed about the current trends and happenings within the gaming and tech sectors is essential for keeping a competitive edge in these dynamic industries.

Overall, the Prague Gaming & TECH Summit promises to be an enriching and engaging experience, offering valuable content, networking opportunities, and industry insights.


Aleksandra Andrishak – Editor in Chief at Slotsjudge

What are you most looking forward to at the Prague Gaming & TECH Summit?

The vegan catering! Jokes aside, Hipther events are renowned for their best-in-class networking, and I’m eagerly anticipating the opportunity to delve into topics such as iGaming, eSports, and Blockchain with top experts in the industry. This will mark my second collaboration on stage with Zoltan and the team, and I’m very much looking forward to it.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

I’m honored to represent Slotsjudge at the Prague Gaming & TECH Summit 2024. I’m particularly proud of all the work we’ve accomplished with the team in 2023. This year, you can expect even more from us, including new features, a completely revamped website, and even more ways to have fun together with us if you’re a gaming enthusiast!

What advice would you give to someone starting their career in the gaming or tech industry?

Never stop learning. The gaming industry is one of those sectors where innovation occurs almost daily. To stay ahead of the curve, you cannot afford to become complacent. Continuously strive to expand your knowledge and skills. Good luck!


Jakub Tesar – Innovation, Digital & Emerging Tech Lead at EY

What are your top three predictions for the future of gaming and tech industries in the next five years?

  1. The Ethereum ecosystem will evolve into a hub for practical applications, driving large-scale enterprise adoption of blockchain technology.
  2. The growth of Web3 will empower users to have self-custody over virtual collectibles and in-game items, enabling the purchase of ‘phygital’ items that merge the physical and online worlds. This evolution will facilitate free trade on blockchain-powered marketplaces and allow brands to explore new monetization strategies for digital assets.
  3. Generative AI (GenAI) will revolutionize gaming experiences, enabling players to interact with non-player characters (NPCs) in more natural and dynamic ways, and experience storylines that adapt and evolve in real-time.

Can you share a recent innovation in the gaming/tech industry that excites you? What challenges do you think the industry needs to address? The integration of GenAI within gaming environments excites me the most. It offers unprecedented, natural-like interactions with GenAI-based NPCs and allows for fluid, dynamic storylines. However, the industry must navigate the ethical implications of AI, ensuring that these technologies are developed and used responsibly.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector? In my career, the most valuable lesson has been the constant need for innovation and adaptability. The rapid pace at which technology evolves requires a perpetual learning mindset and the willingness to embrace change.

How do you see the role of AI and emerging technologies shaping the gaming and tech industries? AI and emerging technologies are set to fundamentally reshape the gaming and tech industries by introducing more immersive, interactive, and personalized experiences. These technologies will not only enhance gameplay but also offer new avenues for creativity and innovation within the sector.

What advice would you give to someone starting their career in the gaming or tech industry? Never stop learning. The gaming industry, in particular, is characterized by its rapid evolution and innovation. Staying informed and continually enhancing your skills is crucial to staying ahead in this competitive field.

What do you think are the biggest challenges facing the gaming and tech industries today? Addressing the ethical and societal implications of rapid technological advancement, including privacy concerns, data security, and the potential for misuse, remains a significant challenge.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see? Regulations need to strike a balance between fostering innovation and protecting consumers. I hope to see regulations evolve in a way that supports the ethical development of new technologies while ensuring they are accessible and beneficial to all.

What are you most looking forward to at the Prague Gaming & TECH Summit? I’m eagerly anticipating the opportunity to delve into the latest industry trends, connect with fellow professionals, and share insights on the evolving landscape of gaming and technology.

Is there a specific message or insight you hope attendees will take away from your session? I hope attendees recognize the enduring significance of blockchain technologies and are inspired to explore and experiment with their vast potential for innovative use cases.


Kaspar Szymanski – Founder of SearchBrothers

What do you think are the biggest challenges facing the gaming and tech industries today?

One of the primary challenges in an industry saturated with numerous market players offering similar web platforms and services is effectively defining and communicating a compelling unique selling proposition (USP). While brand building, prioritizing user experience, and optimizing website performance are essential, they are merely steps towards the ultimate goal of offering a service or product that isn’t readily available elsewhere. Moreover, developing a long-term strategy presents a significant challenge in an industry that tends to favor short-term success. The pressure of organizational and market demands often hinders decision-makers from adopting strategies focused on sustainable, gradual growth. This challenge is particularly evident in search engine optimization (SEO), where the goals of long-term growth and meeting immediate organizational needs must be aligned, as search engine algorithms prioritize actual ranking signals over organizational constraints.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am eager to share the unique insights into Google Search that I gained during my time working for Google, as well as my experiences as a consultant helping clients in competitive niches outperform their competitors. My presentation will include exciting real-life case studies, debunk several myths within the SEO industry, and provide attendees with actionable advice they can immediately apply. I am also looking forward to listening and learning from others, and eagerly anticipate addressing audience questions during the Q&A session following my presentation.

Is there a specific message or insight you hope attendees will take away from your session?

I want my audience to understand that Google penalties are not the end of the world and can be resolved. SEO setbacks, while initially unwelcome, can actually offer an opportunity for significant growth, potentially surpassing any previous rankings on Google Search. These moments can be a hidden blessing, revealing new paths to success. I invite anyone curious about the inner workings of Google Search, how it can benefit your website, and seeking genuine answers to their Google and SEO questions to join my session.


Jasmina Poglavc – Senior Product Manager at Gamanza Group AG & Freelance iGaming Consultant

Can you share a recent innovation in the gaming/tech industry that excites you, and what challenges do you think the industry needs to address?

My background in iGaming platforms and online operations has given me a unique perspective on the transformative potential of advanced data analytics and AI. These technologies promise significant changes, especially in real-time player engagement for iGaming platforms and operators. By analyzing player behavior, preferences, and patterns in real time, we can offer personalized promotions, customized gaming experiences, and targeted loyalty programs. This not only boosts player satisfaction but also optimizes revenue streams.

However, the full realization of these benefits faces challenges, primarily concerning data privacy and security. Protecting sensitive player information is paramount, and navigating the evolving regulatory landscape to align data-driven practices with compliance standards is equally crucial.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

Adaptability has been the most valuable lesson in my career. The gaming and tech sectors are incredibly dynamic, with constant evolutions and innovations. Embracing change, remaining agile, and continuously seeking learning opportunities have been essential for navigating challenges and achieving success. Anticipating industry trends and staying informed about technological and regulatory developments are key to staying ahead.

What advice would you give to someone starting their career in the gaming or tech industry?

Stay curious and proactive. Embrace challenges as growth opportunities, keep up with industry trends, and cultivate a strong professional network. Innovation drives the gaming and tech industries, so developing a mindset that embraces change and fosters creativity is crucial.

What do you think are the biggest challenges facing the gaming and tech industries today?

The primary challenges include cybersecurity threats, talent acquisition and retention, and adapting to an evolving regulatory landscape. Balancing innovation with compliance is challenging, as regulations often lag behind technological advancements. A strategic, adaptive approach is essential for navigating these challenges, necessitating proactive engagement with regulators and an awareness of legal frameworks.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see?

The gaming industry, exemplified by the situation in Germany, faces challenges from overregulation, which can drive players toward unregulated, black-market operators. While regulations are crucial for ensuring fairness and consumer protection, too restrictive an environment can hinder the industry’s growth and inadvertently compromise player safety.

I advocate for regulations that evolve with technological advancements, are harmonized globally, and are developed in collaboration with industry stakeholders. This approach aims to balance consumer protection with innovation, ensuring a thriving, responsible gaming ecosystem.


Click here to register and unlock the door to endless possibilities at the Prague Gaming & TECH Summit. Your next big opportunity awaits!

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