Fintech
Aardvark Capital and 2766604 Ontario Ltd. Execute Business Combination Agreement for Proposed Qualifying Transaction and Announce Upsizing of Previously Announced Private Placement of Subscription Receipts
Toronto, Ontario–(Newsfile Corp. – December 24, 2021) – Aardvark Capital Corp. (TSXV: ACCA.P) (the “Company“) and 2766604 Ontario Ltd. (“GoldCo“, and together with the Company, the “Parties“) are pleased to announce that they have entered into a definitive business combination agreement dated December 24, 2021 (the “Business Combination Agreement“) in respect of the previously-announced arm’s length Qualifying Transaction (the “Qualifying Transaction“), as such term is defined in Policy 2.4 – Capital Pool Companies (the “Policy“) of the TSX Venture Exchange (the “TSXV“) Corporate Finance Manual (the “Manual“). In addition, the Parties are pleased to announce that, due to strong investor demand, GoldCo has increased the maximum size of its previously announced private placement (the “Concurrent Financing“) of subscription receipts of GoldCo, and now intends to complete the Concurrent Financing for maximum aggregate gross proceeds of approximately C$16,000,000. Further details of the Qualifying Transaction and the Concurrent Financing may be found in the prior news releases of the Company dated July 16, 2021, October 12, 2021, and November 8, 2021.
The Business Combination Agreement
Under the terms of the Business Combination Agreement, the Qualifying Transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) (the “OBCA“), among the Company, GoldCo, and 1000031859 Ontario Inc., a wholly-owned subsidiary of the Company incorporated for the purpose of completing the amalgamation (the “Amalgamation“). Pursuant to the Amalgamation, among other things:
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each common share of GoldCo (each, a “GoldCo Share“) outstanding immediately prior to the effective time (the “Effective Time“) of the closing of the Qualifying Transaction that is held by a shareholder of GoldCo (a “GoldCo Shareholder“), other than Dissenting GoldCo Shares (as defined below) held by Dissenting GoldCo Shareholders (as defined below), will be exchanged for one (1) Post-Consolidation Common Share (as defined below); and
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all convertible securities of GoldCo outstanding immediately prior to the Effective Time (being, the outstanding incentive stock options of GoldCo and the non-transferable compensation options of GoldCo issued in connection with the Concurrent Financing (as defined below)), will be cancelled and replaced with equivalent convertible securities of the Company entitling the holders thereof to acquire Post-Consolidation Common Shares in lieu of GoldCo Shares.
Each GoldCo Share outstanding immediately prior to the Effective Time that is held by a GoldCo Shareholder who has validly exercised dissent rights (a “Dissenting GoldCo Share“) in respect of the Amalgamation (such GoldCo Shareholder, a “Dissenting GoldCo Shareholder“) will become an entitlement to be paid the fair value of such GoldCo share by GoldCo pursuant to the OBCA.
The Amalgamation will result in the reverse takeover of the Company by the GoldCo Shareholders. Following the completion of the Qualifying Transaction, the Company, as the issuer resulting therefrom (the “Resulting Issuer“), is expected to carry on the current business of GoldCo under the name “Paycore Minerals Inc.” or such other name as may be determined by GoldCo and be acceptable to the applicable regulatory authorities. The business of the Resulting Issuer will be primarily focused on mineral exploration and development of the FAD Property (as defined below).
As of the date hereof, the FAD Property is 100%-owned by Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC, and FAD Mining Company LLC (collectively, “Waterton“), each being a limited liability company organized under the laws of the State of Nevada. All of the securities of FAD Mining Company, LLC are held by Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC. Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC are each owned by a variety of entities, with the ultimate controlling persons being Waterton Precious Metals Fund II Cayman, LP and Waterton Mining Parallel Fund Onshore Master, LP, respectively, each of which are private equity funds managed by Waterton Global Resource Management, Inc., a private equity general partner firm headquartered in Toronto, Ontario.
Concurrently with the completion of the Qualifying Transaction GoldCo, through its wholly-owned subsidiary, Golden Hill Mining LLC (“Golden Hill“), will exercise its option to acquire a 100% ownership interest in the FAD Property from Waterton pursuant to the terms of the master transaction agreement dated March 31, 2021 (as amended, the “Option Agreement“) between Waterton, Golden Hill and GoldCo as amended from time to time. It is currently contemplated that the consideration payable for the acquisition of the FAD Property consists of:
- a cash payment in the amount of US$5,000,000;
- such number of common shares of the Resulting Issuer (the “Resulting Issuer Shares“, and the Resulting Issuer Shares issued to Waterton, the “Payment Shares“) as is equal to the greater of (a) that number of Payment Shares such that Waterton would hold 35% of the issued and outstanding Resulting Issuer Shares (on a non-diluted basis) following the closing of the Qualifying Transaction and the Concurrent Financing and after giving effect to the issuance of the Payment Shares, and (b) such number of Resulting Issuer Shares as is equal to US$15,000,000 divided by the United States dollar equivalent of the issue price per subscription receipt of GoldCo in the Concurrent Financing; and
- the grant to Waterton of a contingent value right to receive certain staggered cash payments, in the aggregate amount of not less than US$22 million in accordance with the terms of a contingent value rights agreement (the “CVR Agreement“) to be entered into by Waterton and the Resulting Issuer, as more particularly described below.
In addition to the above consideration, on the first business day following the first five trading days of the Resulting Issuer Shares on the TSXV following the completion of the Qualifying Transaction (the “True-Up Calculation Date“), Waterton is entitled to (i) one additional Resulting Issuer Share purchase warrant (each, a “Payment Warrant“) for each two Payment Shares (and any True-Up Shares (as defined below), if issued) issued, with each Payment Warrant exercisable to purchase one Resulting Issuer Share until the date that is three years following the closing date of the Qualifying Transaction, at an exercise price equal to the lesser of (A) a 30% premium to the volume weighted average price per Resulting Issuer Share for the first five trading days of the Resulting Issuer Shares on the TSXV following the closing date of the Qualifying Transaction, and (B) C$2.73 (being a 30% premium to the issue price per subscription receipt of GoldCo in the Concurrent Financing), in each case multiplied by the United States dollar equivalent, calculated as of the last business day immediately preceding the closing date of the Qualifying Transaction, and (ii) subject to compliance with the policies of the TSXV, additional Payment Shares (the “True-Up Shares“) equal to the difference, if negative, of (A) the number of Payment Shares and (B) the number of Resulting Issuer Shares equal to US$15,000,000 divided by the United States dollar equivalent of the volume weighted average price per Resulting Issuer Share for the first five trading days of the Resulting Issuer Shares on the TSXV prior to the True-Up Calculation Date.
CVR Agreement
Pursuant to concurrent form of the CVR Agreement, following completion of the acquisition of the FAD Property, Waterton will be entitled to receive milestone payments (the “Milestone Payments“) upon the achievement of the following milestones: (i) the completion of a qualifying mineral resource estimate in respect of any portion of the FAD Property (the “First Milestone“); (ii) the completion of a qualifying preliminary economic assessment, prefeasibility study or feasibility study that describes the economics of any portion of the FAD Property (“Second Milestone“); and (iii) the earlier of the public disclosure of the commencement of certain qualifying mine development on any portion of the FAD Property, or the application for certain specified permits necessary to develop any portion of the FAD Property for mine development purposes (the “Third Milestone“). The First Milestone payment amount equals the greater of: (i) US$7.50 per gold equivalent ounce in the qualifying resource estimate, and (ii) US$7,000,000. The Second Milestone payment amount equals the greater of: (i) US$7.50 per gold equivalent ounce in the qualifying resource estimate, and (ii) US$7,500,000. The Third Milestone payment amount equals US$7,500,000.
The form of CVR Agreement currently provides that (i) each Milestone Payment may be paid by the Resulting Issuer in a combination of cash and/or Resulting Issuer Shares, provided that no more than 50% of a Milestone Payment may consist of Resulting Issuer Shares, (ii) the number of Resulting Issuer Shares that may be issued under each Milestone Payment will be subject to a maximum limit, equal to the difference between (A) the aggregate number of Resulting Issuer Shares (including, any Resulting Issuer Shares issuable on exercise of any convertible securities of the Resulting Issuer) then beneficially owned by Waterton and its affiliates, and (B) the number of Resulting Issuer Shares equal to 19.99% of the then issued and outstanding Resulting Issuer Shares, and (iii) the Resulting Issuer must pay the applicable Milestone Payment(s) entirely in cash in the event that Waterton and its affiliates beneficially own more than 19.99% of the issued and outstanding Resulting Issuer Shares (including any Resulting Issuer Shares issuable on exercise of any convertible securities of the Resulting Issuer) at the time that the applicable Milestone Payment becomes due and payable.
The number of any Resulting Shares to be issued pursuant to the CVR Agreement to satisfy a Milestone Payment will be determined, in each case, by dividing (i) the dollar amount of the portion of the applicable Milestone Payment by (ii) the United States dollar equivalent (based on a specified currency exchange rate in effect on the business day immediately preceding any proposed issuance of Resulting Issuer Shares) of the Canadian dollar volume-weighted average trading price per Resulting Issuer Shares on the TSXV for the five trading days ending on the trading day immediately prior to the payment date of the applicable Milestone Payment.
Investor Rights Agreement
Upon exercising the Option and acquiring the FAD Property, the Resulting Issuer and Waterton are expected to enter into an investor rights agreement, pursuant to which the Resulting Issuer will grant certain governance, registration and other rights to Waterton for so long as Waterton (or any designee or permitted transferee of Waterton) continues to beneficially own at least 10% of the Resulting Issuer Shares, on a partially-diluted basis.
Upon completion of the exercise of the option, the FAD Property will become 100%-owned by the Resulting Issuer, through Golden Hill, and will constitute the Resulting Issuer’s “material property” for purposes of applicable Canadian securities laws.
No deposit or advance has been made by Aardvark to GoldCo in connection with the Qualifying Transaction.
In connection with the review of the Qualifying Transaction, the TSXV has requested, among other things, certain amendments to the terms of the consideration payable under the Option Agreement and the form of CVR Agreement including, without limitation, providing for a maximum number of True-Up Shares and True-Up Warrants that may be issuable to Waterton, as well as providing for a maximum number of Resulting Issuer Shares that may be issuable in satisfaction of any Milestone Payments and setting a minimum exercise price for the True-Up Warrants, in each case, in accordance with the requirements of the TSXV. GoldCo is currently in discussions with Waterton to address the comments from the TSXV.
Consolidation and Name Change
Under the terms of the Business Combination Agreement, the Company intends to, prior to the Effective Time, (i) effect a consolidation (the “Consolidation“) of its outstanding common shares (the “Common Shares“) on the basis of five (5) pre-consolidation Common Shares for every one (1) (the “Consolidation Ratio“) post-consolidation Common Share (each, a “Post-Consolidation Common Share“), and (ii) effect a change of its corporate name to “Paycore Minerals Inc.” or such other name as determined by GoldCo and is acceptable to the applicable regulatory authorities (the “Name Change“). Please refer to the Company’s news release dated October 12, 2021 for additional information on the Consolidation and the Name Change.
Proposed Directors and Executive Officers
Upon completion of the Proposed Qualifying Transaction, the directors and officers of the Resulting Issuer are expected to be as follows:
| Name | Title |
| Christina McCarthy | President, Chief Executive Officer, and Director |
| Steve Filipovic | Chief Financial Officer and Corporate Secretary |
| Jim Gowans | Chairman and Director |
| John Begeman | Director |
Please refer to the Company’s news release dated October 12, 2021 for additional information on, and the biographies of, each of the foregoing individuals. As previously disclosed, immediately upon the closing of the Qualifying Transaction, it is expected that, in addition to the above-noted directors and officers of the Resulting Issuer, Waterton will be an Insider (as defined in the Corporate Finance Manual of the TSXV) of the Resulting Issuer by virtue of holding not less than 35% of the Resulting Issuer Shares.
Concurrent Financing
In connection with the Qualifying Transaction, GoldCo is undertaking the Concurrent Financing, being a brokered and non-brokered private placement of subscription receipts of GoldCo at a price of C$2.10 per subscription receipt for minimum aggregate gross proceeds of C$12,001,500, and following the upsize, maximum aggregate gross proceeds of approximately C$16,000,000, including a portion which is non-brokered. The net proceeds of the Concurrent Financing will be held in escrow pending closing of the Qualifying Transaction by a subscription receipt agent (the “Subscription Receipt Agent“) to be appointed by GoldCo. Please refer to the Company’s news release dated November 8, 2021 for additional information on the Concurrent Financing. The brokered private placement is being co-led by Haywood Securities Inc., as sole bookrunner, and Canaccord Genuity Corp., on behalf of a syndicate of agents which includes Cormark Securities Inc. and Sprott Capital Partners LP (collectively, the “Agents“).
In addition to the consideration payable to the Agents described in the November 8, 2021 news release of the Company, and as consideration for certain advisory services rendered by the Agents in connection with the Qualifying Transaction, GoldCo has agreed to pay the Agents a cash advisory fee of approximately $140,000 plus applicable taxes (the “Advisory Fee“) and issue to the Agents an additional 75,000 compensation options of GoldCo (the “Advisory Compensation Options“). Each Advisory Compensation Option is exercisable to acquire one (1) subscription receipt of GoldCo at a price of C$2.10 per subscription receipt. 50% of the Advisory Fee shall be payable to the Agents upon the closing of the Concurrent Financing and the remainder shall be paid to the Agents upon release of the funds to be held in escrow by the Subscription Receipt Agent.
Other than the increase in the maximum size of the Concurrent Financing, the fact that the Concurrent Financing is expected to be comprised of a brokered and non-brokered component, and the Advisory Fee and the Advisory Compensation Options described above, all other terms of the Concurrent Financing remain as described in the November 8, 2021 news release of the Company. GoldCo also hereby clarifies that the compensation options of GoldCo (the “Compensation Options“) to be issued to the Agents will be exercisable to acquire GoldCo Shares (rather than subscription receipts of GoldCo), and shall, upon completion of the Qualifying Transaction, be automatically exchanged for one compensation option of the Resulting Issuer. All other terms of the Compensation Options remain as described in the November 8, 2021 news release of the Company.
Consideration under the Qualifying Transaction
Pursuant to the Amalgamation, each GoldCo Share outstanding immediately prior to the Effective Time, other than Dissenting GoldCo Shares held by Dissenting GoldCo Shareholders, will be exchanged for one (1) Post-Consolidation Common Share, at a deemed value of C$2.10 per Post-Consolidation Common Share, for the purposes of the TSXV. In the event that the Concurrent Financing is completed for minimum aggregate gross proceeds of C$12,001,500, it is expected that an aggregate of 24,131,091 Post-Consolidation Common Shares will be issued in connection with the Qualifying Transaction, comprised of (i) an aggregate of 9,374,500 Post-Consolidation Common Shares issued to the current GoldCo Shareholders, (ii) an aggregate of 5,715,000 issued to the subscribers in the Concurrent Financing, and (iii) an aggregate of 9,041,591 Post-Consolidation Common Shares (being, the Payment Shares) issued to Waterton. In the event that the Concurrent Financing is completed for maximum aggregate gross proceeds of approximately C$16,000,000, it is expected that an aggregate of 26,876,248 Post-Consolidation Common Shares will be issued in connection with the Qualifying Transaction, comprised of (i) an aggregate of 9,374,500 Post-Consolidation Common Shares issued to the current GoldCo Shareholders, (ii) an aggregate of 7,619,048 issued to the subscribers in the Concurrent Financing, and (iii) an aggregate of 9,882,700 Post-Consolidation Common Shares (being, the Payment Shares) issued to Waterton.
The following table sets forth the anticipated fully diluted share capital of the Resulting Issuer, after giving effect to the Concurrent Financing and the Qualifying Transaction, as well as the issuance of the Payment Shares to Waterton upon Golden Hill exercising the option to acquire a 100% ownership interest in the FAD Property (which will occur concurrently with the closing of the Qualifying Transaction).
| After giving effect to the Qualifying Transaction and the issuance of the Payment Shares | ||||
| Assuming Completion of the Concurrent Financing for Minimum Aggregate Gross Proceeds | Assuming Completion of the Concurrent Financing for Maximum Aggregate Gross Proceeds | |||
| Designation of Security | Number | Approximate % (Fully Diluted) |
Number | Approximate % (Fully Diluted) |
| Resulting Issuer Shares | 25,491,091 | 95.7% | 28,236,248 | 95.7% |
| Held by former shareholders of GoldCo | 9,374,500 | 35.2% | 9,374,500 | 31.8% |
| Held by existing shareholders of Aardvark | 1,360,000 | 5.1% | 1,360,000 | 4.6% |
| Held by former holders of GoldCo Subscription Receipts | 5,715,000 | 21.5% | 7,619,048 | 25.8% |
| Held by Waterton | 9,041,591 | 33.9% | 9,882,700 | 33.5% |
| Sub Total (Undiluted): | 25,491,091 | 95.7% | 28,236,248 | 95.7% |
| Resulting Issuer Shares issuable upon the exercise of Resulting Issuer Options | 736,000 | 2.8% | 736,000 | 2.5% |
| Resulting Issuer Shares issuable upon the exercise of Resulting Issuer Broker Warrants | 66,000 | 0.2% | 66,000 | 0.2% |
| Resulting Issuer Shares issuable upon the exercise of Resulting Issuer Compensation Options | 342,900 | 1.3% | 457,142 | 1.5% |
| Total (Fully Diluted): | 26,635,991 | 100% | 29,495,390 | 100% |
Company Shareholder Approval
The Qualifying Transaction is not a Non Arm’s Length Qualifying Transaction (as defined in the Policy) and, accordingly, the Company is not required to obtain the approval of its shareholders for the Qualifying Transaction. However, the Company held a special meeting of its shareholders on October 14, 2021 (the “Special Meeting“), at which the shareholders of the Company approved certain matters ancillary to the Qualifying Transaction, including the Name Change, the Consolidation, the election of the proposed directors of the Resulting Issuer, the adoption of a new stock option plan for the Resulting Issuer, and the potential creation of a proposed control person of the Resulting Issuer.
For more information about the items of business approved at the Special Meeting, please refer to the Company’s management information circular dated September 15, 2021 (the “Circular“), which is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR“) at www.sedar.com.
Conditions Precedent
The completion of the Qualifying Transaction remains subject to a number of terms and conditions set forth in the Business Combination Agreement, including, among other things (i) there being no material adverse change in respect of either of the Parties, (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing, (iii) the completion of the Consolidation, Name Change, and the Concurrent Financing (for minimum aggregate gross proceeds of not less than C$12,000,000), (iv) the reconstitution of the board of directors and officers of the Resulting Issuer to be comprised of the individuals nominated by GoldCo, subject to compliance with the requirements of the TSXV and applicable securities and corporate laws, (v) the satisfaction, or waiver (where permitted) of all conditions precedent to the completion of the transactions contemplated by the Option Agreement (other than (A) the payment of the cash consideration payable to Waterton thereunder, and (B) the issuance of the securities of the Resulting Issuer issuable to Waterton thereunder), such that the transactions contemplated by the Option Agreement (other than the issuance of the aforementioned securities) shall be consummated substantially concurrently with the closing of the Qualifying Transaction, and (vi) such other customary conditions of closing for a transaction in the nature of the Qualifying Transaction. Accordingly, there can be no assurance that the Qualifying Transaction will be completed on the terms proposed and described herein, or at all.
Readers are cautioned that, in reviewing the terms of the Qualifying Transaction, the TSXV may require further amendments to the proposed terms upon which the Company and GoldCo propose to complete the Qualifying Transaction, including, without limitation, certain amendments to the Option Agreement and/or the CVR Agreement to, among other things, fix the maximum number of True-Up Shares and True-Up Warrants issuable to Waterton, as well as any Resulting Issuer Shares issuable in satisfaction of any Milestone Payments.
Additional Information
Further details of the Qualifying Transaction may be found in the prior news releases of the Company dated July 16, 2021, October 12, 2021, and November 8, 2021. Future updates in respect of the Qualifying Transaction will be provided in a subsequent news release, and additional information concerning the Qualifying Transaction, the Company, GoldCo, and the Resulting Issuer will be provided in the filing statement (the “Filing Statement“) to be filed by the Company and GoldCo in connection with the Qualifying Transaction, which will be available in due course under the Company’s SEDAR profile at www.sedar.com.
Readers are cautioned that, except as disclosed in the Circular or the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
About GoldCo
GoldCo is a private company incorporated under the Business Corporations Act (Ontario). Pursuant to the terms of the Option Agreement, GoldCo, through Golden Hill, has the option to acquire a 100% interest in the “FAD Property” (the “FAD Property“) located on the Eureka-Battle Mountain trend in Nevada, USA. The FAD Property is host to the high-grade poly-metallic FAD Deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. Other than as disclosed in the news release of the Company of November 8, 2021, there has been no modern-day exploration or drilling completed on the FAD Property since the 1950s.
The FAD Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings.
Select Financial Information
The following table presents selected financial statement information with respect to GoldCo. Such information is derived from the audited financial statements of GoldCo for the period from incorporation on July 16, 2020 to December 31, 2020, and the unaudited interim financial statements of GoldCo for the nine months ended September 30, 2021 (collectively, the “GoldCo Financial Statements“). The information provided herein should be read in conjunction with the GoldCo Financial Statements, which will be contained in the Filing Statement to be filed by the Company and GoldCo on SEDAR in connection with the Qualifying Transaction.
| Period from incorporation on July 16, 2020to December 31, 2020 (USD) |
Nine Months Ended September 30, 2021 (USD) |
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| Total Current Assets | $125,546 | $3,510,345 | |
| Total Assets | $125,546 | $4,010,345 | |
| Total Current Liabilities | $30,469 | $355,118 | |
| Total Liabilities and Equity | $125,546 | $4,010,345 | |
| Loss and Comprehensive Loss | $(25,211) | $(1,962,261) | |
| Basic and Diluted Loss per Share | $(0.02) | $(0.34) |
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
About Aardvark Capital Corp.
The Company is a capital pool company (within the meaning of the Policy) incorporated under the Business Corporations Act (Ontario) on January 29, 2021. It is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia, with its registered and head office located in Toronto, Ontario. The Company has no commercial operations and no assets other than cash.
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including the Name Change, the Consolidation, the Concurrent Financing, and the exercise by Golden Hill of the option to acquire a 100% interest in the FAD Property). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Parties, including expectations and assumptions concerning (i) the Company, GoldCo, the Resulting Issuer, and the Qualifying Transaction, (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV, and (iii) the satisfaction of other closing conditions in accordance with the terms of the Business Combination Agreement, Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Parties at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither Party undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV. There can be no assurance that the Qualifying Transaction will be completed at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 Qualifying Transaction and has neither approved nor disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Further Information
All information contained in this news release with respect to the Company and GoldCo was supplied by the respective Party for inclusion herein, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party. For certainty, all information in this release with respect to the FAD Property, Wateron, the Concurrent Financing and the proposed officers and directors of the Resulting Issuer was supplied by GoldCo for inclusion herein, and the Company and its directors and officers have relied on GoldCo for any information related thereto.
For further information please contact:
Aardvark Capital Corp.
Zachary Goldenberg
C.E.O, and Director
Telephone: 647-987-5083
Email: [email protected]
2766604 Ontario Ltd.
Christina McCarthy
President, CEO, Director
Telephone: 416-712-6151
Email: [email protected]
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.
Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/108522
Fintech
Asian Financial Forum held next week as the region’s first major international financial assembly of 2025
The 18th Asian Financial Forum 2025 (AFF), co-organised by the Government of the Hong Kong Special Administrative Region (HKSAR) and the Hong Kong Trade Development Council (HKTDC), will be held at the Hong Kong Convention and Exhibition Centre (HKCEC) on 13 and 14 January (Monday and Tuesday). As the region’s first major international financial conference in 2025, the forum will examine the landscape for new business opportunities in various industries and regions in the coming year and promote global cooperation, and is expected to attract more than 3,600 finance and business heavyweights.
Themed “Powering the Next Growth Engine”, the AFF will bring together more than 100 global policymakers, business leaders, financial experts and investors, entrepreneurs, tech companies and economists to share their views on the shifting global economic landscape and financial ecosystem. These industry experts will dissect the risk management strategy, discover new business opportunities, and explore how Hong Kong can seek breakthroughs in a period of change.
First flagship financial event to showcase Hong Kong’s financial strengths
Launched in 2007, the AFF has become a flagship financial event for Hong Kong and the broader region, highlighting the city’s pivotal role as a globally renowned financial hub with a highly competitive economic and business environment. Amid a rapidly changing global macroeconomic landscape, and shifts in geopolitical dynamics and monetary policies, Hong Kong’s financial services sector continues to leverage its strengths across various domains, drawing on its world-class business infrastructure and robust regulatory regime to help drive cooperation and mutual success across Asia and around the world.
Christopher Hui, Secretary for Financial Services and the Treasury of the HKSAR Government, said: “Hong Kong’s financial market went through a lot of reforms and innovation last year. We have also launched a roadmap on sustainability disclosure in Hong Kong and issued a policy statement on responsible application of artificial intelligence in the financial market with a view to boosting green finance and sustainable financing. The upcoming Asian Financial Forum will gather the top-tier of the financial and various sectors from all around the world, the Mainland and in Hong Kong and hence is the perfect occasion for us to showcase to the world the new momentum and latest advantages of Hong Kong in the financial realm. Participants will also have a chance to learn more about how Hong Kong can partner with them to explore new collaborations and development areas while expanding their network here.”
Luanne Lim, Chairperson of the AFF Steering Committee and Chief Executive Officer, Hong Kong, of HSBC, said: “The global economy faces greater uncertainties in 2025 compared to 2024. However, robust growth in India and ASEAN nations, combined with increased policy support from Mainland China, is expected to keep Asia’s (ex-Japan) GDP growth at a strong 4.4%, well above the global average of 2.7%.” Against this backdrop, this year’s Asia Financial Forum is aptly themed “Powering the Next Growth Engine” and will focus on high-potential markets such as ASEAN, the Middle East (particularly the Gulf Cooperation Council countries), and the role that Hong Kong can play. Ms Lim said Hong Kong’s unique role as a bridge between the mainland and international markets allows it to support mainland enterprises expanding globally. She added that Hong Kong is committed to attracting global talent and investors, driving growth for both mainland and international businesses.
Patrick Lau, HKTDC Deputy Executive Director, said: “As we move into the new year, different economies around the world are facing challenges in maintaining economic growth. As an international financial centre, Hong Kong is playing an important role both as a ‘super-connector’ and a ‘super value-adder’ to link the world, enabling investors and fundraisers to leverage the city’s professional services and investment platforms to facilitate collaboration and create business opportunities. This year’s forum not only brings together heavyweight speakers and thought leaders but also builds on the success of previous years to provide a business platform for international participants, promoting financial and business cooperation and working together to launch new engines for growth.”
Exploring new trends as the world’s economic centre of gravity continues its shift east
Reflecting on a trend where the world’s economic centre of gravity continues to take an eastward shift, Christopher Hui will host two plenary sessions on emerging prospects in the region on the first day of the forum (13 January). The morning session of Plenary Session I will feature H.E. Adylbek Kasymaliev, Prime Minister of Kyrgyzstan, finance ministers from countries such as Pakistan and Luxembourg, and Yoshiki Takeuchi, Deputy Secretary-General of the Organisation for Economic Co-operation and Development (OECD), who together will explore the financial policy outlook for 2025. In the afternoon, Plenary Session II will bring together leaders from multilateral organisations to share their views on the role of multilateral cooperation in regional economic development. Speakers will include Roberta Casali, Vice-President, Finance and Risk Management, Asian Development Bank; Jin Liqun, President and Chair of the Asian Infrastructure Investment Bank (AIIB); and Satvinder Singh, Deputy Secretary-General for ASEAN Economic Community, Association of Southeast Asian Nations (ASEAN). Moreover, a new session, the Gulf Cooperation Council Chapter, will bring together HE Jasem Mohamed AlBudaiwi, Secretary General of the Gulf Cooperation Council (GCC), speakers from the Middle East and local experts to discuss prospects in fostering financial cooperation and investment between the member states of the GCC and Hong Kong.
Also on the first day, Eddie Yue, Chief Executive of the Hong Kong Monetary Authority, will host the Policy Dialogue session with speakers including European representatives such as Philip Lane, Chief Economist and Member of the Executive Board of the European Central Bank, and Dr Olli Rehn, Governor of the Bank of Finland. The discussion will explore the opportunities and challenges arising from the global shift towards more accommodative monetary policies and national authorities’ strategic deployment of measures to revitalise their economies and accelerate growth through innovation.
The panel discussion on China Opportunities returns this year with senior figures invited to analyse investment prospects under China’s commitment to technological innovation and its impact on global business. The panellists included Li Yimei, Chief Executive Officer of China Asset Management; and Ken Wong, Executive Vice President of Lenovo and President of Lenovo Solutions & Services Group.
Top economist and leading AI expert take the stage at keynote luncheons
Another highlight of this year’s AFF will be the two keynote luncheons featuring thematic speeches by two distinguished guests: Prof Justin Lin Yifu, Chief Economist and Senior Vice President of the World Bank (2008-2012), and Prof Stuart Russell, Co-chair of the World Economic Forum Council on AI. These two prominent figures will dissect the evolution of the global economic landscape amid changing international dynamics, and examine how artificial intelligence (AI) is emerging as a new driving force for rapid global economic growth respectively.
Exploring hot topics in the financial and economic sectors
The afternoon panel discussion, Global Economic Outlook, will feature a special address from Liu Haoling, Vice Chairman, President and Chief Investment Officer, China Investment Corporation. The panel will analyse international economic trends and provide insights into business opportunities and wealth accumulation in emerging industries and regions in 2025.
Other sessions titled Global Spectrum, Dialogues for Tomorrow and Thematic Workshop will feature in-depth discussions focusing on the latest industry trends, including AI, Web 3.0, sustainability, philanthropy and family offices. As AI becomes increasingly widespread and diversified in its societal applications, the second day of the forum will introduce a special session, Dialogue with Kai-Fu Lee, in which Dr Kai-Fu Lee, Chairman of Sinovation Ventures, will discuss the transformative power of AI and its impact on technological advancements in the global business ecosystem.
Exploring the impact of sustainable disclosure on investment strategies
Sustainable finance and environmental, social and governance (ESG) considerations have become an irreversible global trend. In 2025, Hong Kong is set to fully align its regulatory framework with the sustainability disclosure standard of the International Sustainability Standards Board (ISSB). Sue Lloyd, Vice Chair of the ISSB, will join other experts in discussing how adopting international financial sustainability disclosure standards can strengthen market confidence in Hong Kong’s capital markets, address post-COP29 implementation in Asia, and share strategies for sustainable investing across three separate sessions. In addition, the Breakfast Panel on the second day will focus on the flows of transition finance in shaping a sustainable future in the Greater Bay Area and beyond. Furthermore, the HKTDC has partnered with EY to conduct a joint market survey on sustainable development, aiming to explore the views and practices of Asian businesses and investors on topics such as sustainability reporting, sustainable finance and preparations for dealing with climate change. The results of the survey will be unveiled on the first day of the forum.
Expanding cross-border opportunities through the HK global investment platform
As a key element of this year’s forum, AFF Deal-making offers one-on-one matching services for project owners and investors. More than 270 investors and 560 projects are expected to participate, with investment opportunities across industries such as environmental, energy, clean technology, food and agriculture tech, healthcare tech, fintech and deep technology. The exhibition sections of the AFF – Fintech Showcase, InnoVenture Salon, FintechHK Startup Salon and Global Investment Zone – will attract more than 130 local and global exhibitors, international financial institutions, technology companies, start-ups, investment promotion agencies and sponsors, including Knowledge Partner EY, HSBC, Bank of China (Hong Kong), Standard Chartered Bank, UBS, Prudential, China International Capital Corporation (CICC), Huatai International and more. Notably, the InnoVenture Salon will provide a platform for more than 100 start-ups to showcase innovative technologies in a variety of fields such as finance, regulation, sustainability, health and agriculture, supported by more than 110 Investment Mentors and Community Partners.
IFW 2025 creates synergies with AFF to boost mega event economy
International Financial Week (IFW) 2025 runs from 13 to 17 January with the AFF as its highlight event. This year’s IFW will feature more than 20 partner events, covering a wide range of global financial and business topics, including private equity, family offices, net-zero investing and generative AI. As the region’s first major financial event of the year, the AFF attracts top global enterprises and leaders to Hong Kong, creating connections between capital and opportunities. The forum assists industry professionals in seizing opportunities in the new year and helps promote the mega event economy in Hong Kong.
This year, the AFF has collaborated with various organisations to provide special travel, dining and shopping discounts and privileges for overseas participants joining the event. Activities include Peak Tram and Sky Terrace trips, the iconic Aqua Luna red-sail junk boat, and guided tours of Man Mo Temple and Tai Kwun arranged by the Hong Kong Tourism Board. Participants can also enjoy dining discounts and guided tours from the Lan Kwai Fong Group, as well as the Winter Wonderland at the Hong Kong Jockey Club’s Happy Wednesday at Happy Valley Racecourse, all designed to immerse overseas visitors in the vibrancy and diversity of Hong Kong.
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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
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:
- Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
- 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.
- Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
- 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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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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