Toronto, Ontario–(Newsfile Corp. – June 22, 2022) – 1344343 B.C. Ltd. (“134 BC“) and Butler Corporation SPA d/b/a CleanLight (“CleanLight“) are pleased to announce that they have entered into a binding letter agreement (the “Agreement“) which sets forth, in general terms, the terms and conditions upon which 134 BC and CleanLight will combine their business operations resulting in a reverse takeover (the “RTO“) of 134 BC by CleanLight and its shareholders.
The Agreement contemplates that 134 BC and CleanLight will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure (the “Transaction“), which will result in CleanLight becoming a wholly owned subsidiary of 134 BC or otherwise combining its corporate existence with that of 134 BC. The final structure of the Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be set forth in definitive transaction documents expected to be executed in the short term. The issuer resulting from the Transaction (the “Resulting Issuer“) will carry on the current business of CleanLight.
Prior to the completion of the Transaction the parties intend to complete a private placement of equity of CleanLight (the “Concurrent Financing“) and to apply to list the common shares of the Resulting Issuer on the NEO Exchange (the “NEO“).
When a definitive agreement between 134 BC and CleanLight is executed, 134 BC and CleanLight will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction will be subject to a number of conditions, including but not limited to, completion of the Concurrent Financing, receipt of all required shareholder, regulatory, and other approvals and approval of the NEO. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.
Previously, 134 BC had entered into a binding letter agreement dated June 10, 2022 (the “Original Letter Agreement“) with Butler Acquisition Corp. (“Butler Acquisition“). While the parties had originally intended that Butler Acquisition would acquire all of the securities of CleanLight prior to 134 BC acquiring Butler Acquisition, the parties have agreed to terminate the Original Letter Agreement and replace it with the Agreement to simplify the transaction structure.
About 134 BC
134 BC is a British Columbia corporation that is a reporting issuer under the securities laws of British Columbia. 134 BC has no material assets and does not conduct any operations or active business, other than the identification and evaluation of acquisition opportunities to permit the company to acquire a business or assets in order to conduct commercial operations.
CleanLight is a B2B and B2C affordable and innovative solar solution for homes and businesses with its principal head office located in the Republic of Chile. To date, CleanLight has generated over USD $8.5 million dollars in consumer sales through its loyal customer base. CleanLight’s solar solution has the capacity to harness substantially more energy than the industry standard through their patented gel batteries that are considered to be more reliable and durable than their competitors.
CleanLight’s industry grade solar technology is also heavily expanding into the mining sector, with several companies across North America such as Teck, Lundin Mining, Barrick Gold, and Kinross who have chosen to utilize its solar solution for their commercial operations.
CleanLight intends to unleash its proprietary consumer product in 2023, Solbox Technologies (“Solbox“), to revolutionize solar generator technology directly to consumers. The Solbox generators will combine with a consumer’s home power supply to act as a more efficient source of renewable energy for everyday use.
All information contained in this news release with respect to 134 BC and CleanLight was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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.
For further information, please contact:
1344343 B.C. Ltd.
Binyomin Posen, Director
Email: [email protected]
Butler Corporation SPA
Jordan Butler, President
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Transaction, the business and operations of CleanLight and the Resulting Issuer; the completion and terms of the Concurrent Financing, and the listing of the common shares of the Resulting Issuer on the NEO. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
With respect to forward-looking statements and information contained herein, 134 BC and CleanLight have made numerous assumptions including among other things, assumptions about general business and economic conditions of CleanLight and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of 134 BC and CleanLight believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward- looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Concurrent Financing; risks relating to the negotiation of a definitive agreement and receipt of all requisite approvals for the Transaction and/or other ancillary transactions, including the approval of CleanLight and 134 BC shareholders, and of the NEO; risks related to the Concurrent Financing; and other risk factors as detailed from time to time.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. 134 BC and CleanLight assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this press release are made as of the date of this release.
Not for distribution to United States Newswire Services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/128662
Expressions of Interest for Director of the European Bank for Reconstruction and Development
The Minister for Finance, Michael McGrath, is inviting Expressions of Interest from suitably qualified candidates to be considered as Ireland’s Director of the London-based European Bank for Reconstruction and Development (EBRD). The remunerated position of Director is an important post with a demanding workload. A full-time residential position, it is based at Bank headquarters in London.
The Minister’s nominee is expected to be appointed by the EBRD, with the agreement of Ireland’s Constituency partner countries, for a three-year term from 1 August 2024.
Minister McGrath commented:
“This is an exciting opportunity to represent Ireland (and our Constituency partners Denmark, Lithuania and Kosovo) as a Director on the Board of the European Bank for Reconstruction and Development overseeing the policy-making and governance of the Bank. The EBRD is a unique International Financial Institution supporting projects across three continents. By investing in projects which otherwise would not be fully met by the market, the EBRD promotes entrepreneurship and fosters transition towards open and sustainable market economies. I am keen to ensure our Irish representative has the ability, education, vision, and experience to make a significant contribution to the Board and brings a range of skills and diverse perspective to the deliberations of the Board.
My nominee will need high competence in economic and financial matters. Expertise can come from notable or significant achievements in the corporate or financial sector, academia, policy-focused institutions, or public service. Importantly, they will have the highest ethical standards, a strong sense of professionalism and commitment, and dedication to serving the interests of all the shareholders and be able to make themself readily available to the Board in the fulfilment of their duties.”
Expressions of interest will be accepted up to 3pm on 27th March 2024
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Council adopts regulation on instant payments
The Council adopted today a regulation that will make instant payments fully available in euro to consumers and businesses in the EU and in EEA countries.
The new rules will improve the strategic autonomy of the European economic and financial sector as they will help reduce any excessive reliance on third-country financial institutions and infrastructures. Improving the possibilities to mobilize cash-flows will bring benefits for citizens and companies and allow for innovative added value services.
The instant payments regulation will allow people to transfer money within ten seconds at any time of the day, including outside business hours, not only within the same country but also to another EU member state. The regulation takes into consideration particularities of non-euro area entities.
Payment service providers such as banks, which provide standard credit transfers in euro, will be required to offer the service of sending and receiving instant payments in euro. The charges that apply (if any) must not be higher than the charges that apply for standard credit transfers.
The new rules will come into force after a transition period that will be faster in the euro area and longer in the non-euro area, that needs more time to adjust.
The regulation grants access for payment and e-money institutions (PIEMIs) to payment systems, by changing the settlement finality Directive (SFD). As a result, these entities will be covered by the obligation to offer the service of sending and receiving instant credit transfers, after a transitional period. The regulation includes appropriate safeguards to ensure that the access of PIEMIs to payment systems doesn’t carry additional risk to the system.
Under the new rules, instant payment providers will need to verify that the beneficiary’s IBAN and name match in order to alert the payer to possible mistakes or fraud before a transaction is made. This requirement will apply to regular transfers too.
The regulation includes a review clause with a requirement for the Commission to present a report containing an evaluation of the development of credit charges.
This initiative comes in the context of the completion of the capital markets union. The capital markets union is the EU’s initiative to create a truly single market for capital across the EU. It aims to get investment and savings flowing across all member states for the benefit of citizens, businesses, and investors.
On 26 October 2022 the Commission put forward a proposal on instant payments that amends and modernises the single euro payments area (SEPA) regulation of 2012 on standard credit transfers in euro by adding to it specific provisions for instant credit transfers in euro.
Source: European Council
FCA highlights need for enhanced competition in wholesale data markets
The FCA has unveiled the outcomes of its in-depth study into the wholesale data market, focusing on the sectors of credit ratings data, benchmarks, and market data vendor services.
Despite deciding against major regulatory actions due to the risk of unintended consequences that could affect the data’s availability and quality—a crucial resource for global investors—the FCA has pinpointed several areas where competition could be significantly improved.
The study’s revelations indicate that the current state of competition in these markets may lead to users incurring higher costs for data than would be the case in a more competitive environment. This concern is particularly pressing given the critical role that such data plays in supporting effective investment decisions across the financial sector.
In a move to address these findings, the FCA has proposed initiatives aimed at ensuring wholesale data is distributed under fair, reasonable, and transparent conditions. This approach forms a part of the regulator’s broader strategy to ‘repeal and replace’ assimilated EU law, reinforcing the UK’s status as a premier global financial hub fostering investment, innovation, and sustainable growth.
Sheldon Mills, the FCA’s Executive Director of Consumers and Competition, emphasised the importance of quality and accessible wholesale data for the efficiency of financial markets. “The quality and availability of wholesale data is integral to well-functioning wholesale financial markets,” Mills stated. He further clarified, “Our market study found that firms can access the data they need to make effective investment decisions. We do not believe the case has been made for significant interventions. However, we will examine ways to help support wholesale data being provided on fair, reasonable and transparent terms.”
In its commitment to fostering a competitive and fair marketplace, the FCA will continue to scrutinize allegations of anti-competitive behavior across all markets, including wholesale data markets, leveraging its powers under the Competition Act to address any such issues.
Source: Fintech Global
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