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Navigator Acquisition Corp. Announces Definitive Share Purchase Agreement for Qualifying Transaction to Acquire MGID

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New York, New York–(Newsfile Corp. – March 31, 2023) – Navigator Acquisition Corp. (TSXV: NAQ.P) (“Navigator” or the “Company“) is pleased to announce that it has entered into a binding share purchase agreement (the “SPA“) dated March 7, 2023, with MGID GROUP HOLDINGS LIMITED (“MGID“), an arm’s length party that is a private company duly incorporated under the laws of Malta. The transaction contemplated by the SPA (the “Transaction“) will result in the acquisition by Navigator of MGID. Pursuant to the SPA, Navigator shall buy 100% of the issued and outstanding securities of MGID and in doing so form the resulting issuer.

The Transaction is intended to constitute Navigator’s Qualifying Transaction pursuant to Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange (“TSX-V“) Corporate Finance Manual. In connection with the Transaction, the Company intends to apply to list the common shares of the Resulting Issuer on Tier 1 of the TSX-V as an Industrial and Technology issuer providing financial services. The Transaction is subject to the approval of the TSX-V and other closing conditions customary for a transaction of this nature. Navigator, upon completion of the Transaction, is referred to in this news release as the “resulting issuer.”

MGID is an AdTech company that has been operating globally for more than 15 years. MGID’s principal assets were equal to approximately C$38,065,290 based on its unaudited accounts for the year ended December 31, 2022. MGID’s total liabilities were equal to approximately C$31,666,523 based on such unaudited accounts, and primarily comprised of trade account payables, deferred revenue and other current liabilities. As of the date of the unaudited accounts, MGID had revenues of C$165,628,648 and had net profit of approximately C$4,355,481. All figures in this news release are expressed in Canadian currency and are subject to audit review and adjustment.

Transaction Structure

The SPA contemplates that all owners of MGID securities, will exchange such securities for common shares in the capital of the resulting issuer, resulting in the issuance by the resulting issuer of approximately 194,695,000 common shares (the “Purchase Consideration Shares“). The SPA also provides for the issuance of 18,000,000 warrants (the “Purchase Consideration Warrants“). Each Purchase Consideration Warrants shall be exercisable at C$0.10 in the following tranches and upon the business operations meeting certain earnings before interest and taxes (EBIT) thresholds: (i) 4,000,000 Purchase Consideration Warrants shall be exercised in 2024 if the resulting issuer has reached an EBIT in 2023 of 8,000,000 USD (C$10,930,440); (ii) a further 6,000,000 Purchase Consideration Warrants shall be exercised in 2025 if the resulting issuer has reached an EBIT in 2024 of 12,000,000 USD (C$16,395,660); and (ii) the final 8,000,000 Purchase Consideration Warrants shall be exercised in 2026 if the resulting issuer has reached an EBIT in 2025 of 16,000,000 USD (C$21,860,880).

Upon completion of the Transaction, the resulting issuer will hold 100% of the issued and outstanding securities of MGID and it is anticipated that it will be listed on the TSX-V. It is also expected that the resulting issuer will change its name and trading symbol to a name and trading symbol acceptable to MGID and the applicable regulatory authorities in connection with the Transaction. The SPA was negotiated at arm’s length and there are no finder’s fees payable.

Upon completion of the Transaction, the resulting issuer is expected to have 278,853,698 common shares outstanding (undiluted).

Certain of the resulting issuer shares issued to the current shareholders of MGID in exchange for 100% of issued and outstanding shares of MGID may be subject to escrow in accordance with applicable stock exchange and securities commission rules and policies.

TSX-V Listing

The Company is preparing a long form prospectus (the “Prospectus“) in connection with its application for listing on the TSX-V.

Management and Board of Directors

Upon completion of the Transaction, it is expected that certain current members of Navigator’s board of directors and certain senior officers will resign and the board of directors and management team of the resulting issuer will be reconstituted. Navigator will provide further details regarding the proposed officers and directors of the resulting issuer and its intention to increase the number of directors in due course.

Conditions of Transaction

Upon completion of the Transaction, the parties anticipate that the resulting issuer will be listed on the TSX-V.

Completion of the Transaction will be subject to certain conditions, including, but not limited to: (a) receipt by Navigator of a formal valuation report of MGID supporting the value of the Purchase Consideration Shares and the Purchase Consideration Warrants that is acceptable to the TSX-V; (b) receipt of the requisite audited and unaudited financial statements of MGID; (c) receipt by the British Columbia Securities Commission of the final Prospectus and (d) approval of the Transaction by the TSX-V as Navigator’s qualifying transaction.

Since the Transaction is an arm’s length transaction, Navigator is not required to obtain shareholder approval for the Transaction. However, shareholder approval may be required in order to implement the proposed changes to the board of directors of the resulting issuer on closing of the Transaction.

Sponsorship

Sponsorship of a Qualifying Transaction is required by the TSX-V unless the transaction qualifies for an exemption from the sponsorship requirement. Navigator intends to apply for a waiver from the sponsorship requirements. However, there is no assurance that such waiver will be obtained and Navigator may be required to engage a sponsor. Additional information regarding sponsorship, if required, will be provided in a subsequent news release.

Additional information

Additional information about Navigator, including risks and uncertainties, is contained in filings by Navigator with the Canadian securities regulators, which filings are available on its SEDAR profile.

About MGID

MGID is a global advertising platform headquartered in Los Angeles. It was founded in 2007 by Ukrainian-born entrepreneurs. The company has always been profitable, even though crisis years in 2008-09, 2014 and 2019-2022, as well as it continues to grow (7% YoY 2022 vs 2021).

MGID helps brands reach unique local audiences at scale. It uses privacy-first, AI-based technology to serve high-quality, relevant ads in brand-safe environments. The company offers a variety of ad formats, including native, display and video to deliver a positive user experience. This enables advertisers to drive performance and awareness, and publishers to retain and monetize their audiences. Every month, MGID reaches 900 million unique readers, with 200 billion ad impressions, across 25 thousand trusted publishers. Currently the company employs over 750 people globally with 14 offices worldwide.

“We are excited to enter this new phase of growth as a public company, providing our expertise to even broader audience. We believe, that in the dynamic world of ad tech, the innovators who embrace the change, prioritize privacy, and remain relentless in their pursue for excellence and value creation will shape the future of advertising in ways we have yet to imagine,” – said MGID’s CEO Serhii Denysenko.

ON BEHALF OF THE BOARD

NAVIGATOR ACQUISITION CORP.

Kyle Shostak
President, Chief Executive Officer and Director

For further information contact:

Kyle Shostak
President, Chief Executive Officer and Director of Navigator Acquisition Corp.
(212) 909-5870

Statements in this press release regarding Navigator which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction. Such information can generally be identified by the use of forward-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forward-looking statements in this news release include, but are not limited to, statements regarding the terms and conditions of the Transaction, the business and operations of the resulting issuer after completion of the Transaction and the shares of the resulting issuer being listed on the TSX-V or the TSX.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Transaction in accordance with the terms of the SPA or the inability to close the Transaction for any reason, including TSX-V refusal to approve it; (ii) adverse market conditions; and (iii) the Company’s capital requirements. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/160836

Fintech

How to identify authenticity in crypto influencer channels

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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.

 

  1. 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

Author

Nadia Bubennikova, Head of agency at Famesters

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Fintech

Central banks and the FinTech sector unite to change global payments space

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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

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TD Bank inks multi-year strategic partnership with Google Cloud

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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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