Fintech
Paycore Minerals Completes Qualifying Transaction and Acquisition of FAD Property
Toronto, Ontario–(Newsfile Corp. – April 21, 2022) – Paycore Minerals Inc. (formerly, Aardvark Capital Corp.) (the “Company“) is pleased to announce the completion of its previously announced qualifying transaction (the “Qualifying Transaction“) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV“). Trading in the common shares in the capital of the Resulting Issuer (as defined below) (the “Resulting Issuer Shares“) is expected to commence on the TSXV on or about Monday, April 25, 2022, under the ticker symbol “CORE”, subject to the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.
Qualifying Transaction and Acquisition of FAD Property
The Qualifying Transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the Company, 2766604 Ontario Ltd. (“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, the Company acquired all of the issued and outstanding securities of GoldCo, with the former shareholders of GoldCo receiving one (1) Post-Consolidation Common Share (as defined below) for each one (1) GoldCo Share (as defined below) held (the “Exchange Ratio“). In connection with the completion of the Qualifying Transaction, all outstanding convertible securities of GoldCo were also replaced with equivalent convertible securities of the Company entitling the holders thereof to acquire Post-Consolidation Common Shares in lieu of GoldCo Shares, in accordance with the Exchange Ratio.
Concurrently with the completion of the Qualifying Transaction, GoldCo, through its wholly-owned subsidiary, Golden Hill Mining LLC (“Golden Hill“), exercised its option to acquire a 100% ownership interest in the FAD Property (as defined in the Filing Statement) from Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC, and FAD Mining Company, LLC (collectively, “Waterton“), pursuant to the terms of a master transaction agreement dated March 31, 2021 (as amended, the “FAD Agreement“) between Waterton, Golden Hill, GoldCo, and the Company. The FAD Property is located on the Eureka-Battle Mountain trend in Nevada, USA, and is host to the high-grade poly-metallic FAD deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. The Company, as the issuer resulting from the Qualifying Transaction (the “Resulting Issuer“) is expected to carry on the business of mineral exploration and development of the FAD Property.
In connection with the Qualifying Transaction (including, the acquisition of the FAD Property), the Company issued an aggregate of 26,627,724 Post-Consolidation Common Shares, such that the Qualifying Transaction resulted in the reverse takeover of the Company by the shareholders of GoldCo. After giving effect to the Qualifying Transaction, there are an aggregate of 27,987,724 Resulting Issuer Shares issued and outstanding (on a non-diluted basis).
Further details of the Qualifying Transaction and the FAD Property are contained in the news releases of the Company dated December 24, 2021, December 29, 2021, and April 7, 2022, as well as the filing statement of the Company dated April 7, 2022 (the “Filing Statement“), prepared in accordance with the requirements of the TSXV, and the technical report in respect of the FAD Property with an effective date of April 7, 2022 (the “Technical Report“), prepared in accordance with National Instrument 43-101 – Standards for Disclosure for Mineral Projects. The Filing Statement and the Technical Report are both available under the Company’s issuer profile on the System for Electronic Document Analysis and Retrieval (“SEDAR“), at www.sedar.com.
Name Change and Consolidation
Prior to the closing of the Qualifying Transaction, on April 14, 2022, the Company effected (i) 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) post-consolidation Common Share (each, a “Post-Consolidation Common Share“), and (ii) a change of the Company’s corporate name to “Paycore Minerals Inc.”.
Directors and Executive Officers
Following the completion of the Qualifying Transaction, the directors and officers of the Resulting Issuer are as follows:
| Name | Title |
| Christina McCarthy | President, Chief Executive Officer, and Director |
| Steve Filipovic | Chief Financial Officer and Corporate Secretary |
| Jim Gowans | Non-executive Chairman and Director |
| John Begeman | Director |
Please refer to the Filing Statement for additional information on, and the biographies of, each of the foregoing individuals.
Escrow Agreement
In connection with the Qualifying Transaction, an aggregate of 11,423,210 Resulting Issuer Shares, 450,000 stock options of the Resulting Issuer, and 100 transferable contingent value rights were deposited in escrow pursuant to a Tier 2 Surplus Security Escrow Agreement, in accordance with the policies of the TSXV. In addition, a minimum of 4,897,855 share purchase warrants (the “Warrants“), and such number of “true-up” Resulting Issuer Shares (if any) as is determined in accordance with the terms of the FAD Agreement, will be issued to Waterton in connection with the transactions contemplated by the FAD Agreement (collectively, the “FAD Transaction“) on or about May 2, 2022, and deposited in escrow pursuant to such agreement on issuance. Please refer to the Filing Statement for additional information on the escrowed securities.
Concurrent Financing
In connection with the Qualifying Transaction, GoldCo closed a private placement of subscription receipts of GoldCo (the “Subscription Receipts“) on December 29, 2021, issuing an aggregate of 7,457,514 Subscription Receipts at a price of C$2.10 per Subscription Receipt for aggregate gross proceeds of C$15,660,779.40 (the “Concurrent Financing“). In accordance with the terms of the subscription receipt agreement governing the Subscription Receipts, each Subscription Receipt was automatically converted into one (1) common share in the capital of GoldCo (each, a “GoldCo Share“), immediately before the closing of the Qualifying Transaction upon the satisfaction and/or waiver of certain escrow release conditions specified in the subscription receipt agreement, with each GoldCo Share immediately exchanged for one (1) Post-Consolidation Common Share.
Please refer to the Filing Statement and the news release of the Company dated December 29, 2021 for additional information on the Concurrent Financing.
The securities issued in the Qualifying Transaction and the Concurrent Financing have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Early Warning Disclosure
In connection with the closing of the FAD Transaction, aggregate consideration consisting of: (a) US$5,000,000 in cash; (b) 9,795,710 Resulting Issuer Shares at a deemed price of C$2.10 per share, having an aggregate value of C$20.6 million; and (c) 100 contingent value rights of the Company (“CVRs“) entitling Waterton to receive cash payments and/or Resulting Issuer Shares subject to the satisfaction of certain milestones, was paid and/or issued, as applicable, to Waterton.
In addition, on or about May 2, 2022, a minimum of 4,897,855 Warrants and such number of “true-up” Resulting Issuer Shares (if any) as is determined in accordance with the terms of the FAD Agreement, will be issued to Waterton. Please refer to the Filing Statement for additional information on the consideration issued to Waterton pursuant to the FAD Transaction.
Immediately prior to the closing of the FAD Transaction, Waterton did not own or control any securities of the Company. As a result of the closing of the FAD Transaction, Waterton has ownership and control of 9,795,710 Resulting Issuer Shares, representing approximately 35% of the outstanding Resulting Issuer Shares on a non-diluted basis, and 100 CVRs, none of which are convertible into Resulting Issuer Shares within 60 days following the closing of the Qualifying Transaction. Assuming the exercise of the 4,897,855 Warrants expected to be issued to Waterton on or about May 2, 2022, Waterton would have ownership and control of approximately 14,693,565 Resulting Issuer Shares, representing approximately 44.7% of the Resulting Issuer Shares on a partially-diluted basis.
Waterton has no current plan or future intentions which relate to, or would result in, acquiring additional securities of the Company or disposing of securities of the Company. Depending on market conditions, Waterton’s view of the Company’s prospects, other investment opportunities and other factors considered relevant by Waterton, Waterton may acquire additional securities of the Company from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of the Company.
An early warning report will be filed by Waterton in accordance with applicable securities laws. For further information or to obtain a copy of the early warning report, please see the Company’s profile on SEDAR at www.sedar.com or contact Richard Wells, Chief Financial Officer of Waterton Global Resource Management, Inc., at (416) 504-3505.
The head office address of Waterton is Commerce Court West, 199 Bay Street, Suite 5050, Toronto, ON, M5L 1E2.
About Paycore
Paycore is a corporation incorporated under the Business Corporations Act (Ontario). Paycore, through its subsidiaries, holds a 100% interest in 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.
The FAD Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings.
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 timing of the trading of the Resulting Issuer Shares on the TSXV and the proposed business of the Resulting Issuer. 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 Company, including expectations and assumptions concerning the Company and the FAD Property, 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 Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company 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, the Company does not undertake 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.
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.
Further Information
For further information please contact:
Paycore Minerals Inc.
Christina McCarthy, President, CEO, Director
Telephone: 416-712-6151
Email: [email protected]
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/121106
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.
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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
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
The post Central banks and the FinTech sector unite to change global payments space appeared first on HIPTHER Alerts.
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
The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.
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