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Prime City and Champion Gaming Enter into Acquisition Agreement for Reverse Takeover Transaction

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Toronto, Ontario–(Newsfile Corp. – September 15, 2021) – Prime City One Capital Corp. (TSXV: PMO.H) (“Prime City” or the “Company“) and Champion Gaming Inc. (“Champion“) are pleased to announce that Prime City and Champion and have entered into a definitive acquisition agreement (the “Acquisition Agreement“) dated September 8, 2021 in respect of their previously-announced business combination transaction (the “Transaction“). Completion of the Transaction will result in a reverse takeover of Prime City by Champion pursuant to the policies of the TSX Venture Exchange (the “TSXV“). In this news release, references to the “Resulting Issuer” are to Prime City following the closing of the Transaction.

Cameron Wickham, Chief Executive Officer of Prime City, stated: “We believe this transaction is extremely attractive to Prime City’s shareholders and we are excited to support the strategy of Champion and its management team going forward. Champion’s current operations and vision for future growth align well with the growing market for sports content, data and analytics. I would like to thank all of Prime City’s shareholders for their support of this transaction with Champion.”

Kenneth Hershman, Chief Executive Officer of Champion, stated: “We are excited to take this important next step in our company’s development and believe this transaction brings us access to new financing and opportunities to grow our business and expand our product reach.”

Summary Terms of the Acquisition Agreement

The Acquisition Agreement was entered into by Prime City, 2864754 Ontario Inc. (“Prime City Subco“), a wholly-owned subsidiary of Prime City incorporated under the Business Corporations Act (Ontario) (the “OBCA“), and Champion. The Acquisition Agreement provides for, among other things, a triangular amalgamation, whereby: (i) Champion will amalgamate with Prime City Subco under the OBCA to form a new corporation (“Amalco“); (ii) the shareholders of Champion will receive one common share (a “Resulting Issuer Share“) of the Resulting Issuer on a post-Consolidation (as defined below) basis in exchange for each one common share of Champion (a “Champion Share“) held by them immediately prior to the closing of the amalgamation; (iii) Amalco will be a direct wholly-owned subsidiary of Prime City upon completion of the amalgamation; and (iv) following completion, the Resulting Issuer will continue to carry on Champion’s business, all in the manner contemplated by, and subject to the terms and conditions of the Acquisition Agreement.

Furthermore, Champion has advanced a bridge loan of $50,000 (the “Bridge Loan“) to Prime City as contemplated in the Acquisition Agreement. The Bridge Loan is payable on demand and shall bear interest at a rate of 8% per annum, compounded monthly.

Share Consolidation and Name Change

Under the terms of the Acquisition Agreement, Prime City agreed that, as a condition of the Transaction, it will effect a consolidation (the “Consolidation“) of its issued and outstanding common shares (the “Prime City Shares“) on the basis of one post-Consolidation Prime City Share for every four pre-Consolidation Prime City Shares. No fractional Prime City Shares will be issued pursuant to the Consolidation. In the event that the Consolidation would otherwise result in the issuance to any shareholder of a fractional post-Consolidation Prime City Share, the number of post-Consolidation Prime City Shares issuable to such shareholder will be rounded up to the next greater whole number if the fractional entitlement is equal to or greater than 0.5 and will be rounded down to the next lesser whole number if the fractional entitlement is less than 0.5.

Also, the Acquisition Agreement provides that, upon completion of the Transaction, Prime City will change its name from “Prime City One Capital Corp.” to “Champion Gaming Group Inc.”

In connection with the Transaction, among other things, the board of directors of Prime City will be reconstituted such that the board of directors of the Resulting Issuer will include Kenneth Hershman, Sean O’Leary, David Lubotta, Paxton Baker and Cameron Wickham. Management of the Resulting Issuer is expected to be comprised of Kenneth Hershman (Chief Executive Officer), John Barkeley (Chief Financial Officer), Sean O’Leary (President) and Frank Frigo (Chief Innovation Officer).

Shareholders of Prime City will be asked, among other things, to authorize the Consolidation, the name change and to elect the proposed directors of the Resulting Issuer at Prime City’s upcoming annual and special meeting to be held on October 13, 2021.

Conditions

Completion of the Transaction is subject to a number of conditions set out in the Acquisition Agreement, including, among other things, receipt of all necessary shareholder and regulatory approvals, and the conditional approval of the TSXV for the listing of the Resulting Issuer Shares following completion of the Transaction.

The Acquisition Agreement was negotiated at arm’s length between representatives of Prime City and Champion. A copy of the Acquisition Agreement is available under Prime City’s profile on SEDAR (www.sedar.com).

About Champion

Champion Gaming Inc., led by Ken Hershman (former President of HBO Sports), is building a premier technology and data intelligence business for the sports wagering industry. Champion’s wholly-owned subsidiary, EdjSports, LLC, is a company that empowers smarter decision-making with proven predictive and prescriptive analytical models and win probability applications in the sports industry for teams, media, fans, and bettors. EdjSports helps decision makers enhance their ability to gain the competitive edge that ultimately impacts the bottom line – winning. EdjSports properties include EdjSports.com, Football Outsiders, and EdjVarsity. EdjSports also has an exclusive strategic partnership with Massey Ratings.

Champion is a private company incorporated pursuant to the OBCA. On September 3, 2021, Champion, through its wholly owned subsidiary, Champion Gaming USA Inc., completed the acquisition (the “EdjSports Transaction“) of all of the membership interests in EdjSports, LLC (“EdjSports“) by way of a securities exchange. Prior to completing the EdjSports Transaction, Champion’s only business activities consisted of raising capital and evaluating, negotiating and closing the EdjSports Transaction. Since completing the EdjSports Transaction, Champion has carried on the sports analytics business of EdjSports.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Cautionary Statement Regarding Forward-looking Statements

Certain statements contained in this news release may be deemed “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. These forward-looking statements, by their nature, require Prime City and Champion to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward-looking statements are not guarantees of performance. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements, including with respect to conditions to the consummation of the Transaction will be satisfied; the proposed annual and special meeting of shareholders of Prime City; the timing for completion of the Transaction, if completed at all; expectations for the effects of the Transaction or the ability of the Resulting Issuer to successfully achieve business objectives; and expectations for other economic, business, and/or competitive factors is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances.

The forward-looking statements set forth herein concerning each of Prime City and Champion reflect their respective management’s expectations as at the date of this news release and are subject to change after such date. Prime City and Champion disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

For further information, please contact:

Prime City One Capital Corp.
Cameron Wickham
Chief Executive Officer
T: (905) 330-1602
E: [email protected]

Champion Gaming Inc.
Ken Hershman
Chief Executive Officer
T: (917) 768-5010
E: [email protected]

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/96628

Fintech

How to identify authenticity in crypto influencer channels

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Modern brands stake on influencer marketing, with 76% of users making a purchase after seeing a product on social media.The cryptocurrency industry is no exception to this trend. However, promoting crypto products through influencer marketing can be particularly challenging. Crypto influencers pose a significant risk to a brand’s reputation and ROI due to rampant scams. Approximately 80% of channels provide fake statistics, including followers counts and engagement metrics. Additionally, this niche is characterized by high CPMs, which can increase the risk of financial loss for brands.

In this article Nadia Bubennnikova, Head of agency Famesters, will explore the most important things to look for in crypto channels to find the perfect match for influencer marketing collaborations.

 

  1. Comments 

There are several levels related to this point.

 

LEVEL 1

Analyze approximately 10 of the channel’s latest videos, looking through the comments to ensure they are not purchased from dubious sources. For example, such comments as “Yes sir, great video!”; “Thanks!”; “Love you man!”; “Quality content”, and others most certainly are bot-generated and should be avoided.

Just to compare: 

LEVEL 2

Don’t rush to conclude that you’ve discovered the perfect crypto channel just because you’ve come across some logical comments that align with the video’s topic. This may seem controversial, but it’s important to dive deeper. When you encounter a channel with logical comments, ensure that they are unique and not duplicated under the description box. Some creators are smarter than just buying comments from the first link that Google shows you when you search “buy YouTube comments”. They generate topics, provide multiple examples, or upload lists of examples, all produced by AI. You can either manually review the comments or use a script to parse all the YouTube comments into an Excel file. Then, add a formula to highlight any duplicates.

LEVEL 3

It is also a must to check the names of the profiles that leave the comments: most of the bot-generated comments are easy to track: they will all have the usernames made of random symbols and numbers, random first and last name combinations, “Habibi”, etc. No profile pictures on all comments is also a red flag.

 

LEVEL 4

Another important factor to consider when assessing comment authenticity is the posting date. If all the comments were posted on the same day, it’s likely that the traffic was purchased.

 

2. Average views number per video

This is indeed one of the key metrics to consider when selecting an influencer for collaboration, regardless of the product type. What specific factors should we focus on?

First & foremost: the views dynamics on the channel. The most desirable type of YouTube channel in terms of views is one that maintains stable viewership across all of its videos. This stability serves as proof of an active and loyal audience genuinely interested in the creator’s content, unlike channels where views vary significantly from one video to another.

Many unauthentic crypto channels not only buy YouTube comments but also invest in increasing video views to create the impression of stability. So, what exactly should we look at in terms of views? Firstly, calculate the average number of views based on the ten latest videos. Then, compare this figure to the views of the most recent videos posted within the past week. If you notice that these new videos have nearly the same number of views as those posted a month or two ago, it’s a clear red flag. Typically, a YouTube channel experiences lower views on new videos, with the number increasing organically each day as the audience engages with the content. If you see a video posted just three days ago already garnering 30k views, matching the total views of older videos, it’s a sign of fraudulent traffic purchased to create the illusion of view stability.

 

3. Influencer’s channel statistics

The primary statistics of interest are region and demographic split, and sometimes the device types of the viewers.

LEVEL 1

When reviewing the shared statistics, the first step is to request a video screencast instead of a simple screenshot. This is because it takes more time to organically edit a video than a screenshot, making it harder to manipulate the statistics. If the creator refuses, step two (if only screenshots are provided) is to download them and check the file’s properties on your computer. Look for details such as whether it was created with Adobe Photoshop or the color profile, typically Adobe RGB, to determine if the screenshot has been edited.

LEVEL 2

After confirming the authenticity of the stats screenshot, it’s crucial to analyze the data. For instance, if you’re examining a channel conducted in Spanish with all videos filmed in the same language, it would raise concerns to find a significant audience from countries like India or Turkey. This discrepancy, where the audience doesn’t align with regions known for speaking the language, is a red flag.

If we’re considering an English-language crypto channel, it typically suggests an international audience, as English’s global use for quality educational content on niche topics like crypto. However, certain considerations apply. For instance, if an English-speaking channel shows a significant percentage of Polish viewers (15% to 30%) without any mention of the Polish language, it could indicate fake followers and views. However, if the channel’s creator is Polish, occasionally posts videos in Polish alongside English, and receives Polish comments, it’s important not to rush to conclusions.

Example of statistics

 

Wrapping up

These are the main factors to consider when selecting an influencer to promote your crypto product. Once you’ve launched the campaign, there are also some markers to show which creators did bring the authentic traffic and which used some tools to create the illusion of an active and engaged audience. While this may seem obvious, it’s still worth mentioning. After the video is posted, allow 5-7 days for it to accumulate a basic number of views, then check performance metrics such as views, clicks, click-through rate (CTR), signups, and conversion rate (CR) from clicks to signups.

If you overlooked some red flags when selecting crypto channels for your launch, you might find the following outcomes: channels with high views numbers and high CTRs, demonstrating the real interest of the audience, yet with remarkably low conversion rates. In the worst-case scenario, you might witness thousands of clicks resulting in zero to just a few signups. While this might suggest technical issues in other industries, in crypto campaigns it indicates that the creator engaged in the campaign not only bought fake views and comments but also link clicks. And this happens more often than you may realize.

Summing up, choosing the right crypto creator to promote your product is indeed a tricky job that requires a lot of resources to be put into the search process. 

Author Nadia Bubennikova, Head of agency  at Famesters

Author

Nadia Bubennikova, Head of agency at Famesters

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Fintech

Central banks and the FinTech sector unite to change global payments space

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The BIS, along with seven leading central banks and a cohort of private financial firms, has embarked on an ambitious venture known as Project Agorá.

Named after the Greek word for “marketplace,” this initiative stands at the forefront of exploring the potential of tokenisation to significantly enhance the operational efficiency of the monetary system worldwide.

Central to this pioneering project are the Bank of France (on behalf of the Eurosystem), the Bank of Japan, the Bank of Korea, the Bank of Mexico, the Swiss National Bank, the Bank of England, and the Federal Reserve Bank of New York. These institutions have joined forces under the banner of Project Agorá, in partnership with an extensive assembly of private financial entities convened by the Institute of International Finance (IIF).

At the heart of Project Agorá is the pursuit of integrating tokenised commercial bank deposits with tokenised wholesale central bank money within a unified, public-private programmable financial platform. By harnessing the advanced capabilities of smart contracts and programmability, the project aspires to unlock new transactional possibilities that were previously infeasible or impractical, thereby fostering novel opportunities that could benefit businesses and consumers alike.

The collaborative effort seeks to address and surmount a variety of structural inefficiencies that currently plague cross-border payments. These challenges include disparate legal, regulatory, and technical standards; varying operating hours and time zones; and the heightened complexity associated with conducting financial integrity checks (such as anti-money laundering and customer verification procedures), which are often redundantly executed across multiple stages of a single transaction due to the involvement of several intermediaries.

As a beacon of experimental and exploratory projects, the BIS Innovation Hub is committed to delivering public goods to the global central banking community through initiatives like Project Agorá. In line with this mission, the BIS will soon issue a call for expressions of interest from private financial institutions eager to contribute to this ground-breaking project. The IIF will facilitate the involvement of private sector participants, extending an invitation to regulated financial institutions representing each of the seven aforementioned currencies to partake in this transformative endeavour.

Source: fintech.globa

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TD Bank inks multi-year strategic partnership with Google Cloud

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TD Bank has inked a multi-year deal with Google Cloud as it looks to streamline the development and deployment of new products and services.

The deal will see the Canadian banking group integrate the vendor’s cloud services into a wider portion of its technology solutions portfolio, a move which TD expects will enable it “to respond quickly to changing customer expectations by rolling out new features, updates, or entirely new financial products at an accelerated pace”.

This marks an expansion of the already established relationship between TD Bank and Google Cloud after the group previously adopted the vendor’s Google Kubernetes Engine (GKE) for TD Securities Automated Trading (TDSAT), the Chicago-based subsidiary of its investment banking unit, TD Securities.

TDSAT uses GKE for process automation and quantitative modelling across fixed income markets, resulting in the development of a “data-driven research platform” capable of processing large research workloads in trading.

Dan Bosman, SVP and CIO of TD Securities, claims the infrastructure has so far supported TDSAT with “compute-intensive quantitative analysis” while expanding the subsidiary’s “trading volumes and portfolio size”.

TD’s new partnership with Google Cloud will see the group attempt to replicate the same level of success across its entire portfolio.

Source: fintechfutures.com

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