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Clip Money Inc. and 13842053 Canada Corp. Announce Closing of $8.1 Million Subscription Receipt Financing



Vancouver, British Columbia–(Newsfile Corp. – May 13, 2022) – Clip Money Inc. (“Clip Money” or the “Company“) and 13842053 Canada Corp. (formerly, 1290451 BC Ltd.) (“138“) are pleased to announce the closing of the previously announced private placement of subscription receipts (the “Subscription Receipts“) of Clip Money at a price of $1.00 per Subscription Receipt (the “Issue Price“) for aggregate gross proceeds of approximately $8.1 million (the “Offering“), which includes a lead order from a strategic investor for $3 million. The Offering was completed in connection with Clip Money’s proposed going public transaction (the “Proposed Transaction“) to be completed by way of amalgamation with 138, which was previously announced on August 6, 2021. It is anticipated that the combined company resulting from the completion of the Proposed Transaction (the “Resulting Issuer“) will be renamed “Clip Money Inc.”, or such other name mutually agreed to by Clip Money and 138 and acceptable to the TSX Venture Exchange (the “TSXV“).

Beacon Securities Limited (the “Lead Agent“) acted as lead agent and sole bookrunner in connection with the Offering, together with a syndicate of agents including, Echelon Wealth Partners Inc., Canaccord Genuity Corp., INFOR Financial Inc., PI Financial Corp. and M Partners Inc. (together with the Lead Agent, the “Agents“). The Offering was carried out in accordance with the terms and conditions of an agency agreement dated May 13, 2022 (the “Agency Agreement“) among Clip Money, 138 and the Agents.

The Subscription Receipts were created and issued pursuant to a subscription receipt agreement dated May 13, 2022 (the “Subscription Receipt Agreement“) among Clip Money, 138 and TSX Trust Company (the “Escrow Agent“), in its capacity as subscription receipt and escrow agent. Upon satisfaction of the escrow release conditions (the “Escrow Release Conditions“) in accordance with the Subscription Receipt Agreement, each Subscription Receipt will be automatically exchanged, without payment of any additional consideration and without further action on the part of the holder thereof, into one unit of Clip Money (each, a “Unit“) with each such Unit being comprised of one common share in the capital of Clip Money (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $1.50 for a period of 24 months following the satisfaction of the Escrow Release Conditions, subject to the Company’s right to accelerate the expiry date of the Warrants in the event the volume-weighted average trading price of the common shares of the Resulting Issuer is greater than $2.00 for a period of 10 consecutive trading days. It is expected that on closing of the Proposed Transaction, each Common Share will be exchanged for one common share of the Resulting Issuer and each Warrant will be exchanged for one Warrant of the Resulting Issuer.

In the event that the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (Toronto time) on the date that is 90 days after the closing of the Offering or such later date as Clip Money, 138 and the Lead Agent may agree (the “Escrow Deadline“), the Escrow Agent will return to the holders of Subscription Receipts an amount equal to the aggregate issue price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. To the extent that the Escrowed Funds (as defined in the Subscription Receipt Agreement) are insufficient to pay such amounts to the holders of the Subscription Receipts, the Company will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.

The Proposed Transaction is expected to close prior to May 30, 2022. The Company has received conditional approval from the TSXV to list the common shares of the Resulting Issuer on the TSXV. Upon receipt of the final approval from the TSXV, the Resulting Issuer common shares will begin trading on the TSXV following closing of the Proposed Transaction.

As consideration for services provided under the Offering, the Company paid to the Agents cash fees in the amount of $127,523.76 and issued to the Agents an aggregate of 84,014 Subscription Receipts and 45,318 non-transferable broker warrants of the Company (the “Broker Warrants“). $24,974 of the cash fee will be held in escrow with the Escrow Agent and be released to the Agents upon satisfaction of the Escrow Release Conditions. Upon the satisfaction of the Escrow Release Conditions, each Broker Warrant will be exercisable for one Unit or equivalent security of the Resulting Issuer at the Issue Price (subject to any necessary adjustments).

The net proceeds of the Offering, when released to Clip Money, are expected to be used for network expansion and customer acquisition, new unit capital expenditures, business operations and technology, and for general corporate purposes.

Further details of the Offering, Proposed Transaction and the business and operations of Clip Money (including applicable financial statements) will be included in subsequent news releases and other public filings.

For more information please contact:

13842053 Canada Corp.
Michael Lerner
Chief Executive Officer
[email protected]

Clip Money Inc.
Joseph Arrage
Chief Executive Officer
[email protected]

About Clip Money

Clip Money Inc., improves the business banking experience for small business customers through transformational digital services. Clip increases access and lowers fees for all parts of the business banking ecosystem ensuring everyone can take advantage of Clip’s network scale and efficiency. The company is led by fintech and IT technology entrepreneurs, Joe Arrage and Daren Trousdell, and a team of industry product and IT technology experts.

All information contained in this news release with respect to Clip Money was supplied by Clip Money for inclusion herein and 138 has relied on the accuracy of such information without independent verification.

As noted above, completion of the Proposed Transaction is subject to a number of conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement of Clip Money to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Transaction nor accepts responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the Financings in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, scheduled”, forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur to be achieved) are not statements of historical fact and may be forward-looking information.

More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction and the Offering. In disclosing the forward-looking information contained in this press release, each of the Company and 138 has made certain assumptions, including that: all necessary shareholder and regulatory approvals for the Proposed Transaction will be received, including the final approval of the TSXV with respect to the listing of the Resulting Issuer common shares; and the Proposed Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature and in any event prior to the Escrow Deadline. Although the Company and 138 believe that the expectations reflected in such forward-looking information are reasonable, they can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive third party consents or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Proposed Transaction or the Offering will be completed on the terms mutually satisfactory to the parties or at all. Accordingly, reader should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, each of the Company and 138 disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.


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Stockify goes fully Digital, offers Mutual Funds and Dematerialization of shares




In a strategic move to expand its offerings and provide a comprehensive suite of financial services, Stockify, a leading platform for Unlisted and pre-IPO shares in India, has announced plans to venture into the Mutual Fund space.

This development comes as part of Stockify’s mission to assist High-Net Individuals (HNIs) and Non-Resident Indians (NRIs) in accessing various investment opportunities in India via the pre-IPO route and maximizing their wealth. The company is also set to facilitate the Dematerialization of Shares. (Conversion of Physical Share to DEMAT account.)

Founded by Piyush Jhunjhunwala (CA, CPA) and Co-Founded by Rahul Khatuwala (CA) both seasoned finance professionals with decades of experience in global conglomerates.

Stockify has already carved a niche for itself in the Indian Financial landscape. The platform primarily focuses on providing access to Blue-Chip Stocks before their listing on the Indian Stock Market (via the Pre IPO Route) enabling early investors to potentially achieve significant returns. While expressing the company’s intent behind expanding its services, Jhunjhunwala said, “Mutual Funds are the backbone of the Indian Equity market, and we believe it is important that NRI and retail investors in India can greatly benefit from our new offering and this will help them in creating long-term wealth.”

The recent announcement of Stockify entering the Mutual Funds market follows the company’s successful acquisition of a Mutual Fund license in the first quarter of 2023. Alongside Mutual Funds, Stockify intends to offer an array of other financial products, like Start-up Funding, fixed investment products like Bonds and Non-Convertible Debentures (NCDs) and Insurance-Linked Investments, in the coming months. Notably, Stockify plans to make all its products and services 100% accessible online, aligning with the Digital India vision of our beloved Prime Minster Mr. Narendra Modi.

Currently, Stockify boasts 70 Unlisted/pre-IPO companies on its platform, with in-depth research conducted on all of them as stated by Jhunjhunwala. It offers a simple online process where transactions can be completed online, and shares get transferred to the clients DEMAT account on the same day.

Stockify’s global presence was recently showcased at the Dubai Fintech Summit (DFS). The two-day event brought together over 5,000 C-suite leaders, 1,000-plus investors, and 150 speakers from around the world. Stockify was selected as one of the proud exhibitors at the summit, solidifying its position as one of the world’s largest providers of pre-IPO and Unlisted Stocks in India.

With its ambitious expansion plans and commitment to innovation, Stockify is set to continue revolutionizing the way investors access and engage with financial opportunities in India and beyond.

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VerifyVASP Wins Hong Kong’s IFTA Fintech and Innovation Awards 2022/23: Regulatory Technology Award




VerifyVASP was awarded the Institute of Financial Technologists of Asia (IFTA) Fintech and Innovation Awards 2022/23 for Regulatory Technology. The awards exhibit the extraordinary achievements made by companies and individuals in the finance and technology industries.

The IFTA Awards, themed “Game Changers: The Rise of Next Gen Fintech”, celebrates ground-breaking ideas and technologies that are shaping the future of finance. The distinguished Guest of Honour presenting the IFTA awards was the Under Secretary for Financial Services and the Treasury for Financial Services in the Hong Kong SAR, Mr. Joseph Ho-Lim Chan.

VerifyVASP has established itself as a comprehensive Travel Rule solution provider catering to Virtual Assets Service Providers (VASPs) worldwide. Its commitment to facilitating full compliance with Travel Rule regulations across multiple jurisdictions has earned it this prestigious recognition.

This accolade comes at an opportune time, as VerifyVASP supports the Hong Kong Virtual Asset Trading Platforms (VATPs) in adhering to the regulatory framework set forth by the Hong Kong Securities & Futures Commission, which came into effect on 1 June 2023. VATPs are granted a grace period till 1 January 2024 to ensure compliance with Travel Rule requirements.

The IFTA Fintech and Innovation Award underscores VerifyVASP’s capabilities, including:

  • Facilitation of counterparty due diligence: VerifyVASP assists VASPs in counterparty due diligence before the first transaction, to stringent standards akin to that observed in correspondent banking. This is achieved through VerifyVASP’s own rigorous due diligence process, encompassing over 100 VASPs.
  • Immediate and secure transmission: Leveraging a scalable architecture, VerifyVASP ensures immediate and secure transmission of required information, alongside verification of such information. To date, the platform has processed over 5 million transfers.
  • Adherence to international data protection laws: VerifyVASP complies with international data protection law thanks to its decentralised, end to end encrypted architecture. This dedication to data security and privacy sets it apart in the industry.
  • Asset agnostic: VerifyVASP’s capabilities extend to accommodating any type of virtual asset, having processed over 400 cryptocurrency variants on its platform.
  • Integration of third-party screening solutions: VerifyVASP seamlessly integrates third-party solutions, allowing for efficient screening of originators or beneficiaries before blockchain transactions.


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Nagad’s Digital Bank on cards, Sadaf to lead the side




Nagad, Bangladesh’s leading Mobile Financial Service (MFS) provider, is gearing up to establish the much-anticipated digital bank, as it is going to secure a licence from the Bangladesh Bank within a couple of months.

Sadaf Roksana, a co-founder and executive director of Nagad Ltd., has been entrusted with the responsibility of leading her company’s transformative venture that will bring greater convenience to the lives of millions of Bangladeshis, reducing their reliance on traditional brick-and-mortar banks.

The MFS provider earlier applied to secure a digital bank licence following the central bank’s call for applications through its website. The Bangladesh Bank also formulated necessary guidelines to widen and accelerate financial inclusion, which will also create jobs for young IT workers.

The world’s fastest mobile money carrier is going to venture into the digital banking era at a time when the financial landscape across the globe is fast evolving towards digitalisation, driven by technological advancements and changing consumer preferences.

Taking on the new assignment, Sadaf, a seasoned financial executive with a remarkable track record in the fintech industry, is poised to steer Nagad’s digital bank towards success. Once Nagad gets the digital bank licence, it will provide its consumers with innovative and convenient banking solutions.

“We are very excited that we are going to introduce digital banking services to the people of Bangladesh within a couple of months,” Sadaf said, adding, “This endeavour aligns perfectly with our vision of enhancing financial inclusion and ensuring easy access to all financial services also at affordable prices.”

Nagad is already well-equipped to launch a digital bank. It will start serving customers soon after getting the licence, Sadaf assured.

Under its digital banking platform, Nagad will introduce many new services, such as single-digit and collateral-free loans for small informal businesses and farmers who now are to take loans from moneylenders even at 40% interest rate per day, she pointed out.

“Thus, we will encourage them to come under financial inclusion, thus putting their money into the formal channel,” she expressed her optimism.

To assess one’s creditworthiness, Nagad has created an AI-based credit rating system that will analyse all transactions-related data available on public domains using one’s NID and mobile number, Sadaf Roksana added.

As Nagad goes ahead with its plans, all eyes will be on Sadaf Roksana and her team as they will embark on this exciting journey towards a more digitised and inclusive financial future for the country.

SOURCE Nagad Limited

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