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Meteorite Capital Inc. Agrees to Qualifying Transaction with Sparkit Media Inc.

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Montreal, Quebec–(Newsfile Corp. – May 19, 2020) –  Meteorite Capital Inc. (TSXV: MTR) (“Meteorite“) announces that it has signed a binding letter agreement (the “Letter Agreement“) with Sparkit Media Inc. (“Sparkit“), a privately held corporation existing under the laws of British Columbia, which outlines the general terms and conditions pursuant to which METEORITE and Sparkit have agreed to complete a transaction that will result in a reverse take-over of METEORITE by the shareholders of Sparkit (the “Transaction“). The Letter Agreement was negotiated at arm’s length and is effective as of May 18, 2020. All dollar amounts set forth herein are in Canadian dollars.

Sparkit Media Inc. is an Influencer marketing and sales platform with sponsorship capabilities. Sparkit leverages the power of crowdsourcing and voting to use fan-generated ideas to create highly engaging online video “events” for its own digital advertising campaigns. Sparkit amplifies Influencer reach and engagement and monetizes the entire fan base of an Influencer by leveraging traffic from other networks including Instagram, Twitter, Facebook, YouTube and TikTok. Sparkit enables a brand new revenue exchange between consumers, sponsors and Influencers. The registered office of Sparkit is located at 2900 – 550 Burrard Street, Vancouver, V6C 0A3 . Sparkit was incorporated under the British Columbia Business Corporations Act on August 21, 2013

Terms of the Transaction

Prior to the completion of the Transaction, METEORITE shall file articles of amendment to effect a name change (the “Name Change“) to a name chosen by Sparkit and acceptable to the applicable regulatory authorities and the TSX Venture Exchange (the “TSXV“).

The Transaction is then expected to proceed by way of a three cornered amalgamation (the “Amalgamation“) pursuant to which Sparkit shall amalgamate with a wholly-owned subsidiary of METEORITE, and METEORITE will acquire all of the issued and outstanding Common Shares of Sparkit (the “Sparkit Shares“), in exchange for METEORITE Common Shares on the basis of 0.0995 METEORITE Common Shares for every one Sparkit Share issued and outstanding (the “Exchange Ratio“), reflecting a deemed price of $0.225 per METEORITE Common Share or such other value that is acceptable to METEORITE, Sparkit and the TSXV, such that Sparkit will be a wholly-owned subsidiary of METEORITE as it exists following the completion of the Transaction (the “Resulting Issuer“). As a condition to the Amalgamation all outstanding options, convertible notes, convertible debt and any other agreement for the purchase Sparkit Shares shall either have been exercised for their rightful common shares of Sparkit prior to the Amalgamation or cancelled.

Concurrently with the closing of the Transaction, METEORITE intends to conduct a brokered private placement offering of Common Share units (the “Units“) led by Leede Jones Gable (the “Agent“) for gross proceeds to Meteorite of a minimum of $1,755,000 and a maximum of $2,2500,000 (the “Offering“), in accordance with the policies of the TSXV. Each Unit shall be comprised of one Common Share and on half (1/2) Common Share purchase warrant (each, a “Warrant“). Each whole Warrant will entitle its holder to purchase one common share at a price of $0.35 for a period of twenty four (24) months following the completion of the Transaction. The Agents will receive a cash commission (the “Cash Commission“) equal to 8% of the gross proceeds raised in the Offering and such number of broker warrants (the “Broker Warrants“) that is equal to 8% of the number of Units sold, provided that no Cash Commission will be payable or Broker Warrants issuable for purchasers that are on METEORITE’s President’s List. Each Broker Warrant will be exercisable to acquire one Unit at a price of $0.225 until the date which is 24 months following the completion of the Transaction, subject to customary anti-dilution provisions.

The net proceeds from the Offering will be used to expand Sparkit’s business and for general corporate purposes.

The Units (common share and warrants), issued pursuant to the Offering will be offered in minimum subscriptions of 20,000 Units ($4,500) by way of a subscription agreement for accredited investors only and will be subject to a statutory hold or restricted period of four (4) months and one day after the Offering Closing Date.

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, all of the officers and two of the three METEORITE directors will resign and be replaced by nominees of Sparkit. The following sets out the names and backgrounds of the persons that are currently proposed to be the directors and officers of the Resulting Issuer.

Clovis Najm, who is currently the President, Chief Executive Officer and a director of Sparkit Media Inc. and will continue in these positions with the Resulting Issuer. Mr. Najm is responsible for the strategy, team and growth of Sparkit. Having created three companies, and completed one full acquisition to date, Mr. Najm is familiar with developing new technologies that break into new markets. Past commercialization includes tech-heavy organizations such as the United States Navy and Cisco Systems. Ad technology brands have included Pizza Hut, Dairy Queen and Shaw Media in Canada.

Lisa Dea, Chief Financial Officer of Latitude Health Sciences Inc. has been asked to accept the role of a director and Chair of the Audit Committee of the Resulting Issuer. Ms. Dea, CPA, CA has over 19 years of experience in the finance, securities and accounting fields. Ms. Dea has been the CFO of several TSX listed companies where she was responsible for corporate strategy, all aspects of finance and legal, debt and capital market activities, managing banking relationships with US, Canadian and International banks, internal and external public reporting, financial controls, processes and corporate governance. She has been instrumental in helping several companies grow from the development stage to large-scale commercial operations. Ms. Dea, previous to her time in industry, spent eleven years at Deloitte & Touche LLP, achieving the position of Senior Manager. Ms. Dea obtained her Chartered Accountants designation in 1997 and holds a BComm from the University of British Columbia.

Charles R. Spector will stay on as a director of the Resulting Issuer.

As at the date hereof, the above individuals collectively own, in the aggregate, directly or indirectly, approximately 56.9% of the issued and outstanding Sparkit Common Shares. To the knowledge of Sparkit, the only persons who currently holds more than 10% of the voting securities of Sparkit currently outstanding are Clovis Najm (who owns 56.7% of the issued and outstanding Sparkit Common Shares and is expected to own 33.5% METEORITE Common Shares on completion of the Transaction, based on the minimum subscription being attained), and Gabe Albarian Jr. (who owns 27.3 % of the issued and outstanding Sparkit Common Shares and is expected to own 16.1% METEORITE Common Shares on completion of the Transaction, based on the minimum subscription being attained).

Capitalization

As of the date hereof, (i) METEORITE has 7,065,000 Common Shares issued and outstanding, as well as 500,000 broker warrants (each exercisable to acquire one METEORITE Common Share at a price of $0.15 per Common Share) and options to acquire an aggregate of 706,500 Common Shares at $0.15 per Common Share; and (ii) Sparkit has 213,447,865 common shares outstanding and, following the exercise or cancellation of any options and the conversion of all promissory notes and certain outstanding trade payables, will have approximately 223,277,032 common shares outstanding. Prior to the completion of the Transaction, all of the Sparkit Options will have either been exercised into their rightful number of Sparkit Common Shares or cancelled and all of the Sparkit promissory notes and the trade payables will have been converted into Sparkit Common Shares.

Based upon the number of issued and outstanding shares in each of METEORITE and Sparkit on the date hereof, upon completion of the Transaction and the Offering (assuming that it is fully subscribed), it is expected that the Resulting Issuer will have approximately 39,787,222 Common Shares issued and outstanding (non-diluted), of which the current shareholders of METEORITE will hold 7,065,000 Common Shares representing approximately 17.76% (assuming no exercise of any convertible securities of METEORITE prior to closing), the former shareholders of Sparkit will hold 22,222,222 Common Shares representing approximately 55.85% and the purchasers under the Offering will hold 10,000,000 Common Shares representing approximately 25.13%.

In addition, upon completion of the Consolidation, Transaction and the Offering, the Resulting Issuer will also have outstanding approximately 1,828,722 stock options and broker warrants (not accounting for any exercises thereof).

Financial Information for Sparkit

METEORITE will provide further details in respect of the Transaction and financial information regarding Sparkit, in due course by way of press release. However, METEORITE will make available to the TSXV, all financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, summary financial information derived from such statements.

Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of Sparkit and will be an Industrial or Technology Issuer listed on the TSXV.

Conditions to Transaction

The Transaction is subject to various conditions, including as follows:

  • completion of satisfactory due diligence;

  • completion of the Offering;

  • METEORITE and Sparkit entering into a definitive agreement (the “Definitive Agreement“) in respect to the Transaction; and

  • all requisite shareholder and regulatory approvals relating to the Consolidation and Transaction, including, without limitation, TSXV approval, will have been obtained.

Additional Information Regarding the Transaction

The final legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law, and accounting efficiencies.

The Letter Agreement contains standard confidentiality, access to information and non-solicitation provisions.

The Transaction is expected to be completed on or about July 31, 2020. The Letter Agreement may be terminated upon mutual written agreement of the parties, in the event of any breach by Sparkit of the standstill provisions, in the event the Definitive Agreement is not entered into by June 30, 2020.

METEORITE exists under the provisions of the Canada Business Corporations Act with its registered and head office located at 1 Place Ville Marie, Suite 3900, Montreal, Québec. It is a capital pool company and intends for the Transaction to constitute its “Qualifying Transaction” as such term is defined in the policies of the TSXV. METEORITE is a “reporting issuer” within the meaning of the Securities Act of each of the Provinces of British Columbia, Alberta, Ontario and Québec.

Since the Transaction is an arm’s length transaction, METEORITE is not required to obtain shareholder approval for the Transaction. However, it will be required to obtain shareholder approval of the Name Change. The Transaction is also subject to shareholder approval of Sparkit.

METEORITE has also agreed to issue to the Agent and other parties who assisted in locating the target and advising upon the completion of the Qualifying Transaction, an advisory fee of 500,000 of METEORITE common shares at a deemed price of $0.225 per share, for advising Sparkit and METEORITE through the Qualifying Transaction process, representing approximately 1.33% of the common shares of the Resulting Issuer. All of these parties are dealing with METEORITE, Sparkit and the Resulting Issuer at arm’s length.

METEORITE has also agreed, subject to the fulfilment of the conditions set forth in section 8.5 of Policy 2.4, to advance to Sparkit an additional amount of up to $100,000 in order to allow Sparkit to preserve its assets and business pending the completion of the Qualifying Transaction. The additional advance will be used to continue to allow Sparkit to preserve its assets and business and will be made on similar terms and conditions as the prior advance described below.

On April 19, 2020, METEORITE had previously advanced $25,000 to Sparkit. This prior advance is payable on June 30, 2020, bears interest at a rate of 6.5% per annum and is memorialized in a promissory note from Sparkit.

Sponsorship

METEORITE proposes to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction. However, there is no assurance that the TSXV will exempt METEORITE from all or part of applicable sponsorship requirements.

Further Information

All information contained in this news release with respect to METEORITE and Sparkit was supplied by the parties respectively, 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.

For further information regarding the Transaction, please contact:

Charles R. Spector, Secretary and Director, METEORITE Capital Inc.

Telephone:     (514) 878-8847
Email:             info@meteoritecapital.com

Clovis Najm, President, Chief Executive Officer and Director, Sparkit Media Inc.

Telephone:     778-960-2701
Email:             clovis.najm@sparkit.buzz

Completion of the 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, 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 TSXV 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 THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD‐LOOKING INFORMATION:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to 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 or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Consolidation and Transaction; the terms and conditions of the proposed Offering; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to 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 statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, METEORITE and Sparkit assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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/56134

SEC Staff to Host July 9 Roundtable on Emerging Markets

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Washington D.C., May 19, 2020 — The Securities and Exchange Commission today announced July 9 as the date for its staff roundtable to hear the views of investors, other market participants, regulators, and industry experts on the risks of investing in emerging markets, including China.

Over the past decade, U.S. investors, and the U.S. capital markets more generally, have increased exposure to companies with significant operations in emerging markets, including China—the largest emerging market and the world’s second largest economy.  Investments in emerging markets, including China, entail significant disclosure, financial reporting and other risks for U.S. investors.  Significantly, while the U.S. securities laws and regulations applicable to emerging market companies listed on U.S. exchanges are the same as (or comparable to) the laws and regulations applicable to U.S. public companies, the practical effects often are substantially different, based on the inability of U.S. regulators to inspect for compliance and enforce these rules and regulations.

The roundtable will explore ways to raise investor awareness of these risks and potential additional steps that can be taken to mitigate them.  SEC Chairman Jay Clayton previously announced that the staff would hold a roundtable on this topic in a statement released on May 4.  The roundtable will be held by remote means, will be open to the public via live webcast, and will be archived for later viewing.  Further details on the agenda and participants will be forthcoming and will be posted here along with additional information, including prior statements and actions in this area as well as public views submitted to the staff.

Members of the public who wish to provide views on the risks of investing in emerging markets, including China, may submit their views electronically to EmergingMarkets@SEC.gov or use the Internet submission form.  Comments may be submitted either in advance of or after the roundtable.  Information that is submitted will be posted on the SEC’s website.  All comments received will be posted without change.  Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions.  You should submit only information that you wish to make publicly available.

Encode Ideas, L.P. Announces the Initiation of Research Coverage on Delcath Systems, Inc.

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Dover, Delaware–(Newsfile Corp. – May 19, 2020) – Encode Ideas, L.P. Initiates Research on Delcath Systems, Inc (NASDAQ: DCTH). The full research publication is available here and available on our website at www.encodelp.com. A summary follows:

Encode Ideas is initiating coverage on Delcath Systems (NASDAQ: DCTH) as a high conviction investment idea. Delcath is an interventional oncology company developing a liver isolating technology, known as Hepatic Delivery System (HDS), that allows for high-dose chemotherapy, to be targeted towards tumors in the liver, while minimizing systemic exposure. HDS has been approved in Europe as a medical device, and is commercialized, as Chemosat, by Delcath’s partner medac GmbH. In the United States, FDA considers HDS a drug/device combination, and therefore regulates it as a drug. Delcath is currently running an 80 patient Ph3 registrational study with HDS, called FOCUS, in patients with ocular melanoma metastatic to the liver (mOM). The study is completely enrolled and we are budgeting for top-line data late this year.

About us

Encode Ideas, L.P. is a healthcare focused research firm, founded in 2019, providing institutional quality research and actionable investment and trade ideas. We undertake an intensive research process to identify healthcare companies that are mispriced or underfollowed. This process lends us towards covering predominately micro / small cap securities, where we feel some of the most intriguing risk reward opportunities exist. Companies covered by Encode Ideas, L.P. will either fall under one or both of our Conviction Trade Ideas or Conviction Investment Idea series.

Disclosures

Full disclosures can be found at the end of the report, page 42, and on the website under the disclosure section. The securities of the issuer(s) discussed in this press release may be unsuitable for investors depending on their specific investment objectives and financial position. Past performance is no guarantee of future results. This research does not constitute a personal trading recommendation or take into account the particular investment objectives, financial situation or needs of an individual reader of this report and does not provide all of the pertinent information to make an investment decision. Neither Encode Ideas, L.P., nor its employees and affiliates are registered as investment advisors or broker/dealers in any jurisdiction whatsoever. The information contained herein is based on sources that Encode Ideas, L.P. believes to be reliable but is not guaranteed to be accurate and does not purport to be a complete statement or summary of the available data. Encode Ideas, LP has been retained by DCTH to provide investor awareness and research coverage. This compensation may constitute a conflict of interest as to Encode Ideas LP’s ability to remain objective in our communication regarding the profiled company. Readers should always do their own due diligence and consult a financial professional.

Encode Ideas, L.P.

Hogan Mullally
email: ideas@encodelp.com
twitter: @encodelp

Aumento Capital VII and Emerge Commerce Enter into a Letter of Intent for Proposed Reverse Takeover Transaction

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Toronto, Ontario–(Newsfile Corp. – May 19, 2020) – Aumento Capital VII Corporation (TSXV: AUOC) (“Aumento“)  and Emerge Commerce Inc. (“Emerge“) are pleased to announce that they have entered into a letter of intent (the “LOI“) to complete a business combination transaction (the “RTO Transaction“) that will result in the reverse take-over of Aumento by Emerge. The entity resulting from the RTO Transaction (the “Resulting Issuer“) will continue to carry on the business of Emerge. The LOI was negotiated at arm’s length and is dated May 14, 2020.

About Emerge

Emerge is a private company incorporated under the Business Corporations Act (British Columbia) headquartered in Toronto, Ontario, and has operations in the United States through its subsidiary, The Underpar Group. Emerge has developed an e-commerce network by acquiring and operating niche market leaders in the digital deals space across North America with a variety of offers on groceries, essentials, golf, online subscriptions, retailer coupons and experiences, among other categories. Emerge brands include UnderPar, WagJag, JustGolfStuff, Buytopia and Shop.ca. Emerge leverages shared technology, data, and resources of its portfolio companies through its e-commerce software solutions for increased growth and profitability of its acquired businesses. The largest shareholder of Emerge is Ghassan Halazon, resident of Toronto.

About Aumento

Aumento is a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies. Aumento intends that the RTO Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the RTO Transaction. Aumento was incorporated under the Business Corporations Act of Ontario on December 13, 2017. The common shares of Aumento (the “Aumento Shares“) are listed for trading on the TSXV under the stock symbol “AUOC.P”. Aumento has not commenced commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.

Prior to entering into the LOI, David Danziger, CEO and CFO and a director of Aumento, resigned from all of these positions and was replaced on the board by James Walker and by Roger Daher as CEO and CFO. Mr. Danziger also divested himself of all equity interests in Aumento. This was done in order to facilitate the signing of the LOI as Mr. Danziger is a partner at MNP and MNP is the auditor for Emerge.

Terms of the RTO Transaction

The RTO Transaction is expected to be completed by way of a share exchange, amalgamation or other form of business combination determined with input from the legal and tax advisors to each of Aumento and Emerge, which will result in Emerge becoming a wholly-owned subsidiary of Aumento.

Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Aumento and Emerge (the “Definitive Agreement“), the following, among other things, will be completed in connection with the RTO Transaction:

a) Aumento will consolidate its outstanding common shares on the basis of three quarters (0.75) of a post-consolidation common share for every one (1) common share of Aumento (the “Consolidation“);

b) the holders of common shares of Emerge (“Emerge Shares“) will receive common shares of the Resulting Issuer in exchange for their Emerge Shares on the basis of an exchange ratio of one (1) Aumento post-Consolidation common share for every one (1) Emerge Share issued and outstanding as at the Closing (the “Exchange Ratio“);

c) all outstanding warrants and stock options of Emerge either automatically adjust in accordance with the terms thereof such that following completion of the RTO Transaction, the holders thereof shall acquire the post-Consolidation common shares of Aumento in lieu of the common shares of Emerge adjusted to reflect the Exchange Ratio, with the exercise prices adjusted by the inverse of the Exchange Ratio, or will be replaced with equivalent convertible or exchangeable securities of Aumento entitling the holders thereof to acquire post-Consolidation common shares of Aumento in lieu of common shares of Emerge adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;

d) All outstanding convertible debentures of Emerge will either automatically adjust in accordance with the terms thereof or be exchanged for convertible debentures of Aumento on similar terms and adjusted in accordance with the Exchange Ratio and Consolidation; and

e) The management and board of directors of the Resulting Issuer will be replaced with Ghassan Halazon as a director, President and CEO, Fazal Khaishgi as COO and Jonathan Leong as CFO, together with four other nominees of Emerge to the board of directors.

The RTO Transaction constitutes an Arm’s Length Transaction under the policies of the TSXV.

A more comprehensive news release will be issued by Aumento disclosing details of the RTO Transaction, including financial information respecting Emerge and details of insiders and proposed directors and officers of the Resulting Issuer, once an agreement has been finalized and certain conditions have been met, including:

a) approval of the RTO Transaction by Aumento’s Board of Directors;
b) satisfactory completion of due diligence; and
c) execution of the Definitive agreement.

Private Placement

Following the announcement of the LOI, Emerge intends to take “commercially reasonable efforts” to complete a private placement (the “Private Placement“) of subscription receipts at a price of $0.75 per share for aggregate gross proceeds of approximately $5,000,000 (although the amount raised in such private placement may increase) through Canaccord Genuity Corp. and Gravitas Securities Inc., as joint book runners (the “Agents“). It is intended that the Agents will be paid a cash commission of 8.0% of the gross proceeds raised in respect of the Private Placement, and will also be granted broker warrants equal to 8.0% of the number of subscription receipts issued. The subscription receipts are proposed to be ultimately exchanged, upon satisfaction of certain conditions, for securities of the Resulting Issuer in connection with the RTO Transaction.

Listing

An application will be made to TSXV to list the Resulting Issuer Shares on TSXV subject to all applicable shareholder and regulatory approvals.

Finder’s Fee

No finder’s fee shall be payable by either party with respect to the Transaction.

Conditions of the RTO Transaction

Completion of the RTO Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Aumento and Emerge; (ii) receipt of all required approvals and consents relating to the RTO Transaction, including without limitation all approvals of the shareholders of Aumento and Emerge, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV’s approval for listing the Resulting Issuer Shares.

Secured Bridge Loan

On the date of the Definitive Agreement and subject to completion of the Private Placement and the prior approval of the TSXV, Aumento will advance an aggregate of $250,000 to Emerge by way of secured loan (the “Aumento Loan“). The Aumento Loan will be interest free until the earlier of closing of the RTO Transaction or the date the Definitive Agreement is terminated. Emerge will apply the proceeds of the Aumento Loan to fund the costs of the Transaction, and will be secured against the assets of Emerge or such other security as necessary to obtain such approval, but will rank behind all existing registered security of Emerge. On closing of the RTO Transaction, the Aumento Loan will be consolidated as a debt assumed by the Resulting Issuer.

Additional Information Regarding the RTO Transaction

Further details of the RTO Transaction (including business and financial information in respect of Emerge) and the Private Placement will be included in a comprehensive press release and other disclosure documents to be filed by Aumento in connection with the RTO Transaction.

To Aumento’s knowledge, at the time of entering into the LOI none of its directors, officers or significant shareholders of Aumento had any direct or indirect interest in, nor any other relationships with, Emerge or its assets.

For further information please contact:

Aumento Capital VII Corporation

Roger Daher, President
Email: rogerdaher@aol.com

Emerge Commerce Inc.

Ghassan Halazon, CEO
Email: ghassan@emerge-brands.com

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The statements made in this Press Release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the companies’ expectations and projections.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56083

Raffles Announces Strategic Partnership with Red Oak Capital

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Singapore, Singapore–(Newsfile Corp. – May 19, 2020) – Raffles Financial Group Limited (CSE: RICH) (FSE: 4VO) (“Raffles” or the “Company”) Raffles is pleased to announce that its wholly-owned subsidiary, Raffles Financial Pte. Ltd. (“Raffles Financial”) was appointed as Investment Advisor for Red Oak Multi-Asset Elite Strategy (“ROMA”), which seeks to consistently generate positive returns by investing in bonds, equities, forex and financial instruments on companies that are going public through IPO/RTO, and may have a daily mark-to-market value.

Raffles Financial’s role shall be to provide and offer financial advisory to supplement and align the overall direction of ROMA. The main objective is to achieve 12% per annum performance for ROMA. The usual 1% management fee and 20% management fee shall apply.

The target set for ROMA’s first tranche will be USD 100 million and anticipated to grow to USD 1 Billion within the next 18 months. ROMA will be distributed only to accredited investors mainly in Asia with focus on China.

Mr Martin Lim, Founder of Red Oak Capital Pte Ltd, remarked: “We are delighted to have Raffles Financial as the investment advisor and their counsel especially on investments with stable dividend payouts and accelerated growth potential.

Red Oak Capital Investment Team achieved over 36% net annualized return in 2019 and we are honored to join this team of high-performance professionals. We look forward to contributing to ROMA with Raffles Financial’s expertise and experience in identifying high growth investments.” said Dr Charlie In, Chairman of Raffles Financial.

_____________________________________________________

Raffles Financial is an exempt corporate finance advisory firm, registered with the Monetary Authority of Singapore, which provides public listing advisory and arrangement services. Raffles Financial serve as advisor for family trusts, family offices and investment funds.

Raffles Financial Group is listed on the Canadian Securities Exchange under the stock symbol (CSE: RICH) and the Frankfurt Stock Exchange under the stock symbol (FSE: 4VO) 

Please visit www.rafflesfinancial.co for more information.

Monica Kwok
Corporate Affairs Officer
monica@rafflesfinancial.co

Further information about Raffles is available on www.SEDAR.com under Raffles’ profile.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this release may constitute “forward-looking statements” or “forward-looking information” (collectively “forward-looking information”) as those terms are used in Canadian securities laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the anticipated partnerships with financial institutions worldwide and the growth potential through Province Representatives. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Financial Services Companies Lack Trusted Data to Make Security Decisions Reports Panaseer

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SEC Charges Three Former KPMG Audit Partners for Exam Sharing Misconduct

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Washington D.C., May 18, 2020 — The Securities and Exchange Commission today announced settled charges against three former KPMG LLP audit partners for improperly sharing answers to internal training exams and for subsequent wrongdoing during an investigation of exam sharing misconduct at the firm. The SEC previously charged KPMG with violations concerning the exam sharing misconduct, as well as for altering past audit work after receiving stolen information about inspections that would be conducted by the PCAOB.

According to the SEC’s orders, former KPMG audit partners Timothy Daly, Michael Bellach, and John Donovan each engaged in misconduct in connection with exams KPMG administered to test whether its audit professionals understood certain accounting and auditing principles. The orders against Daly and Bellach find that in October 2018, at Daly’s request, Bellach texted Daly images of the questions and answers to a required training examination. After KPMG began investigating possible cheating by its professionals and required strict compliance with a document preservation notice sent to all KPMG personnel, Daly deleted the text messages from Bellach and falsely told KPMG investigators he had not received any answers to KPMG training exams. The orders further find that Daly encouraged Bellach to delete the text messages as well, which Bellach did after receiving KPMG’s document preservation notice.

The order against Donovan finds that he also supported the sharing of exams and answers within his team. According to the order, between April and September 2018, Donovan received answers to training exams from subordinates on several occasions, and shared answers with his team three times. Donovan also falsely told KPMG investigators that he had not sent, received, or shared answers.

“Audit professionals play a critical role in the integrity of the financial reporting process and the protection of investors,” said Steven Peikin, Co-Director of the SEC’s Division of Enforcement. “These actions reflect our commitment to hold these gatekeepers responsible for breaches of their professional obligations.”

The SEC’s orders find that the former audit partners’ conduct violated a PCAOB Rule requiring them to maintain integrity in the performance of a professional service. Without admitting or denying the findings, Daly, Bellach, and Donovan agreed to be suspended from appearing or practicing before the SEC as an accountant, which includes not participating in the financial reporting or audits of public companies, with the right to apply for reinstatement after three years, two years, and one year, respectively.

Apex and BITE Announce Partnership to Deliver New Solutions to Asian Asset Management Market

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IDnow Publishes Trend Report for the Mobility Industry

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XP Shareholder Alert: Faruqi & Faruqi, LLP Encourages Investors Who Suffered Losses Exceeding $100,000 In XP Inc. To Contact The Firm

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New York, New York–(Newsfile Corp. – May 17, 2020) – Faruqi & Faruqi, LLP, a leading national securities law firm, reminds investors in XP Inc. (“XP” or the “Company”) (NASDAQ: XP) of the May 20, 2020 deadline to seek the role of lead plaintiff in a federal securities class action that has been filed against the Company.

Faruqi & Faruqi logo

If you invested in XP stock or options pursuant and/or traceable to the Company’s December 2019 IPO and would like to discuss your legal rights, click here: http://www.faruqilaw.com/XP. There is no cost or obligation to you.

You can also contact us by calling Richard Gonnello toll free at 877-247-4292 or at 212-983-9330 or by sending an e-mail to rgonnello@faruqilaw.com.

CONTACT:
FARUQI & FARUQI, LLP
685 Third Avenue, 26th Floor
New York, NY 10017
Attn: Richard Gonnello, Esq.
rgonnello@faruqilaw.com
Telephone: (877) 247-4292 or (212) 983-9330

The lawsuit has been filed in the U.S. District Court for the Eastern District of New York on behalf of all those who purchased XP securities pursuant and/or traceable to the Company’s registration statement and related prospectus (collectively, the “Registration Statement”) issued in connection with XP’s December 2019 initial public offering (the “IPO” or “Offering”). The case, Acerno v. Benchimol et al., No. 1:20-cv-01502 was filed on March 21, 2020.

The lawsuit focuses on whether the Company’s Registration Statement featured false and/or misleading statements and/or failed to disclose that: (1) XP engaged in undisclosed related party transactions; (2) XP failed to disclose its common and large system failures and connected losses; (3) XP’s aggressive Independent Financial Agent strategy was and is tenuous; (4) XP had material weaknesses; (5) XP fired its previous accounting firm due to that firm finding and disclosing material weaknesses; and (6) as a result, defendants’ statements about XP’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

On March 6, 2020, The Winkler Group released a report (the “Report”) detailing, among other things, how XP had misled investors and failed to disclose pertinent information generally and in its Registration Statement, including: (1) undisclosed related party transactions; (2) R$100M in system failure expenses; (3) great uncertainty with regards to its Independent Financial Agents; (4) the full circumstances regarding its firing and replacing its accounting firm KPMG for PwC; and (5) other undisclosed material weaknesses.

On this news, XP shares plummeted $9.12 per share over the rest of the trading day and the next full trading day, or 25.50%, to close at $26.64 per share on March 9, 2020, damaging investors.

The court-appointed lead plaintiff is the investor with the largest financial interest in the relief sought by the class who is adequate and typical of class members who directs and oversees the litigation on behalf of the putative class. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. Your ability to share in any recovery is not affected by the decision to serve as a lead plaintiff or not.

Faruqi & Faruqi, LLP also encourages anyone with information regarding XP’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Attorney Advertising. The law firm responsible for this advertisement is Faruqi & Faruqi, LLP (www.faruqilaw.com). Prior results do not guarantee or predict a similar outcome with respect to any future matter. We welcome the opportunity to discuss your particular case. All communications will be treated in a confidential manner.

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