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Highmark Interactive Inc. (Formerly Stormcrow Holdings Corp.) Completes Qualifying Transaction

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Toronto, Ontario–(Newsfile Corp. – November 15, 2021) – Highmark Interactive Inc. (TSXV: CROW.P) (formerly Stormcrow Holdings Corp.) (“the “Corporation“) is pleased to announce that further to its press releases dated December 11, 2020, May 10, 2021, June 11, 2021, September 27, 2021, and November 5, 2021, it has completed its qualifying transaction (the “Qualifying Transaction“) consisting of the acquisition of all of the issued and outstanding securities in the capital of Highmark Innovations Inc. (“Highmark“) by way of a three-cornered amalgamation pursuant to which a wholly-owned subsidiary of the Corporation amalgamated with Highmark, and as consideration for which, the Corporation issued securities of the Corporation in exchange for securities of Highmark. Pursuant to the Qualifying Transaction, each Highmark shareholder received 1.40235 post-Consolidation (defined below) common shares in the capital of the Corporation (“Common Shares“) for each outstanding Highmark common share (the “Highmark Shares“) held, for a total issuance from treasury of 35,682,810 Common Shares, with such total being inclusive of the 369,038 Highmark Shares issued in connection with the acquisition of Complex Injury and the 1,882,093 Highmark Shares issued in connection with the acquisition of Highmark Health, each further described in greater detail below.

In addition, each convertible, exchangeable, or exercisable security of Highmark was exchanged for a convertible, exchangeable or exercisable security, as applicable, of the Corporation on substantially equivalent economic terms and conditions as the original convertible, exchangeable, or exercisable security of Highmark after applying the exchange ratio (with according adjustments to exercise and conversion prices) resulting in the issuance by the Corporation of 6,963,863 warrants in respect of outstanding Highmark warrants, 3,523,386 options in respect of outstanding Highmark options, 665,442 broker warrants in respect of outstanding Highmark broker warrants, and $2,500,000 principal amount of 7.5% convertible unsecured subordinated debentures due 2024. Final acceptance of the Qualifying Transaction will be evidenced upon the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (“TSXV“).

Prior to and in connection with the closing of the Qualifying Transaction, the Corporation consolidated its outstanding share capital (the “Consolidation“) on the basis of one post-Consolidation Common Share for every six pre-Consolidation Common Shares, changed its name to “Highmark Interactive Inc.,” and appointed MNP LLP as the new auditors of the Corporation. To the Corporation’s knowledge, there were no “reportable events” as defined in s. 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations.

The Corporation received conditional approval of the Qualifying Transaction from the Exchange effective as of November 2, 2021 and as of the date hereof is in the process of satisfying TSXV’s normal-course listing conditions, which includes a minimum time period from completion of the amalgamation to the date on which the Common Shares will resume trading. Subject to TSXV’s final approval and its issuance of the final exchange bulletin, the Corporation will cease to be a Capital Pool Company and the Common Shares will begin trading on TSXV under the symbol “HMRK.” Trading is expected to begin on or about November 17, 2021.

Following completion of the Qualifying Transaction, the Corporation has 40,032,810 Common Shares issued and outstanding. Assuming the exercise of all outstanding options, warrants and stock options and the conversion of all outstanding convertible debentures, 55,644,229 Common Shares will be outstanding on a fully diluted basis.

Acquisitions of Complex Injury and Highmark Health

Concurrently with and as a component of the Qualifying Transaction, the Corporation completed the acquisitions of Complex Injury Rehab Inc. (“Complex Injury“) and Highmark Health Mississauga Inc. (“Highmark Health“). Complex Injury is a community-based multidisciplinary rehabilitation clinic focused on providing integrated specialty care to patients with a variety of injuries, with a specific focus on neurological or complex injuries. Highmark Health is a community-based multidisciplinary healthcare clinic focused on providing integrated specialty care to patients with a variety of injuries, with a principal focus on patients who had suffered traumatic brain injury with a significant emphasis on the use of medical device technology. Highmark Health and Complex Injury will continue to operate as the clinical healthcare segment offering expert clinical services and unique digital technologies to augment clinical care for better patient outcomes.

Escrowed Securities

Pursuant to the terms of a Tier 2 Value Security Escrow Agreement dated November 11, 2021 between the Corporation, TSX Trust Company, as escrow agent, and certain securityholders of the Corporation, an aggregate of 21,199,120 Common Shares, 1,787,994 options, and 2,755,728 warrants are subject to escrow under TSXV policies, whereby 10% of such securities will be released immediately upon the issuance of the final exchange bulletin evidencing final acceptance of the Qualifying Transaction, and the balance of such securities will be released in separate tranches of 15% of the remaining amount every six months over a period of 36 months thereafter.

CPC Transition Matters

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The Corporation confirms it has adopted certain amendments (as further described in the Corporation’s November 5th, 2021 press release) (the “CPC Transition Amendments“) allowed for by the recently announced Exchange Policy 2.4 – Capital Pool Companies which became effective January 1, 2021 (the “New CPC Policy“) with such CPC Transition Amendments being effected at the time of the closing of the Qualifying Transaction. In accordance with the New CPC Policy, the Corporation sought and obtained shareholder approval at a special meeting of its shareholders held on September 17, 2021 (the “Meeting“) for the CPC Transition Amendments, with 100% of the shareholders represented at the Meeting approving the CPC Transition Amendments.

Directors and Officers of the Resulting Issuer

As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are:

Dr. Sanjeev Sharma Chief Executive Officer, Director
Don Harkness Chief Financial Officer
Sunil Sharma Vice-President, Corporate Development and Corporate Secretary
Brad Badeau Director
Chris Schnarr Director
Harry Jacobson Director
Tracy Milner Vice-President
Michael Affleck Vice-President

 

Additional details on the Qualifying Transaction are set out in the Corporation’s filing statement dated November 4, 2021 available under the Corporation’s profile at www.sedar.com.

For further information:

Highmark Interactive Inc.
Investor Relations
[email protected]

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV final acceptance. There can be no assurance that the transaction will be completed as proposed or at all. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

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 RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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(Not for distribution to US wire services or for dissemination in the United States of America)

Cautionary Note Regarding Forward-Looking Information

This News Release contains forward-looking statements that relate to the current expectations and views of future events of the Corporation. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, predictions, indications, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking statements in this Filing Statement include, among other things, statements relating to the expected trading date of the Common Shares on TSXV, potential synergies arising from the acquisitions of Complex Injury and Highmark Health, and the Company’s business generally. These statements and other forward-looking information are based on opinions, assumptions and estimates made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Highmark believes are appropriate and reasonable in the circumstances, as of the date of this Filing Statement, including, without limitation, assumptions that TSXV will grant final acceptance of the Qualifying Transaction and commence trading in accordance with communicated intentions, and certain assumptions about the Corporation’s business identified in the filing statement.

There can be no assurance that such estimates and assumptions will prove to be correct. In addition, if any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained herein. Accordingly, prospective investors are cautioned not to place undue reliance on such information. Although the Corporation believes the assumptions underlying the statements related to the Corporation are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, and the risks identified in the filing statement, investors should not place undue reliance on these forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/103660

Fintech

Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA)

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As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.

Chime’s Quiet Step Toward Public Markets

Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.

With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.

Source: Bloomberg

ZBD’s Pioneering Achievement: EU MiCA License Approval

ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.

MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.

Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.

Source: Coindesk, PR Newswire

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The Fintech-Credit Union Synergy: A Blueprint for Innovation

The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.

This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.

Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.

Source: PYMNTS

Tackling Student Loan Debt: A Fintech’s Mission

Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.

The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.

As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.

Source: RBJ

Industry Implications and Takeaways

Today’s updates underscore several key themes shaping the fintech landscape:

  1. Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
  2. Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
  3. Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
  4. Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.

 

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SPAYZ.io prepares for iFX EXPO Dubai 2025

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Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.

SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.

Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.

“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”

Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.

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Airtm Enhances Its Board of Directors with Two Strategic Appointments

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Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.

“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”

Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.

Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.

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

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