Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") announces today that it has entered into settlement agreements that will see $149,215 of debt settled by the issuance of 1,755,470 shares at a deemed price of $0.085, and the Company's balance sheet much improved
No finders fees will be paid. The securities issued will be subject to a four-month and one-day hold period from closing.
Certain insiders participated in respect to accrued and unpaid fees and expenses. The Company is relying on exemptions contained in NI 61-101 from minority approval and valuation requirements for related party transactions.
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
Cautionary Statement Regarding Forward-Looking Information
Statements in this press release regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such forward-looking information can be generally identified by terms 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. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future, and readers are cautioned that such forward-looking statements may not be appropriate for other purposes. By its nature, this forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions may not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities may not be achieved. These risks and uncertainties include but are not limited to those identified and reported under the Company's disclosure documents available on its SEDAR+ profile at www.sedarplus.com.
Contact Information
For further information please contact:
Brian Keane, Director
Cypher Metaverse Inc.
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
E-mail: info@cypher-meta.com
www.cypher-meta.com
Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
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Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it is continuing in assisting the financing for the acquisition of Agapi Luxury Brands Inc. ("Agapi"). The secured bridge loan entered between CODE and Agapi on May 10, 2023, has been increased from $600,000 to $950,000 of which $886,692 has been advanced to date to advance Agapi's business plan and growth initiatives
Agapi continues to expand its sales of its luxury cigars. After receiving Cypher shareholder approval for the acquisition of Agapi, Cypher and Agapi are completing their current financials statements and listing statement, after which it is anticipated that the exchange will provide their final consent to closing.
About Cypher Metaverse Inc.
CODE seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8, and its Common Shares are currently listed on the CSE. CODE is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
Contact Information
For further information, please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the exploration and development of Agapi's products, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement, the Bridge Loan and the proposed directors and officers of the Resulting Issuer. The information about Agapi contained in the press release has not been independently verified by CODE. Although CODE believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because CODE can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on CODE's due diligence and the receipt of tax, corporate and securities law advice for both CODE and Agapi. The statements in this press release are made as of the date of this press release. CODE undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of CODE, Agapi, their securities, or their respective financial or operating results (as applicable) except as required by securities laws.
SOURCE:Cypher Metaverse Inc.
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Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is please to announce that it has closed its previously announced non-brokered private placement of 2,325,000 units ("Units") at a price of $0.12 per Unit for aggregate gross proceeds of $279,000 (the "Financing
Under the Financing, each Unit consists of one common share in the capital of the Company ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to subscribe for one additional Common Share at a price of $0.15 for a period of two years from the date of closing, subject to the Company's option to accelerate the expiry date if the stock trades at $0.20 for ten trading days.
In connection with the Financing, the Company paid finder's fees to qualified finders in the amount of $18,755 and issued 156,300 broker warrants (the "Broker Warrants"). The Broker Warrants are subject to the same terms as the Warrants.
In accordance with the policies of the Canadian Securities Exchange (the "CSE") and applicable securities legislation, the Common Shares and Warrants comprising the Units will be subject to a four-month and one-day hold period.
The Company intends to use the net proceeds of the Financing for the acquisition of Agapi Luxury Brands Inc. ("Agapi"). Pursuant to the Company's agreement to loan Agapi funds as it works through the CSE's RTO process, the Company has now loaned Agapi a total of $886,692 to advance its business plan.
About Cypher Metaverse Inc.
CODE seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8, and its Common Shares are currently listed on the CSE. CODE is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
Contact Information
For further information, please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it is undertaking a non-brokered private placement of up to $400,000. The Company will issue up to 3,333,333 units at a price of $0.12 per unit. Each unit consists of one common share and one half of a common share warrant. Each whole warrant entitles the holder to subscribe for one additional common share for $0.15 for a period of 2 years from the date of closing, subject to the Corporation's option to accelerate the expiry date if the stock trades at $0.20 for 10 trading days
The Company intends to use the net proceeds of the Offering for general working capital and acquisition of Agapi Luxury Brands Inc.
The Company may pay qualified finders fees of up to 8% in cash and 8% in brokers warrants.
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
For further information please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
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Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Cypher Metaverse Inc. (CSE: CODE) ("CODE" or the "Company") is pleased to announce that it has entered into a binding definitive agreement ("Definitive Agreement") dated August 29, 2023, in respect to a business combination (the "Transaction") with Agapi Luxury Brands Inc. ("Agapi"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for an industrial issuer under the policies of the CSE Venture Exchange (the "CSE"). The CSE has conditionally accepted the Transaction, and the Company will hold a shareholder meeting on December 1, 2023 to give its shareholders the opportunity to consider the Transaction and approve the same
Terms of the Transaction
The Transaction is expected to be completed by way of a share exchange, which will result in Agapi becoming a wholly-owned subsidiary of CODE.
Upon the satisfaction or waiver of the conditions set out in the Definitive Agreement, the following, among other things, will be completed in connection with the Transaction:
The Transaction is a non-arm's length transaction or a related party transaction pursuant to the policies of the CSE and NI 61-103 as the CEO of CODE is a significant shareholder of Agapi. As a result, CODE is being represented in these negotiations by a special committee made of up of independent directors. In addition the Company has commissioned an independent valuation of Agapi and will seek the approval of disinterested shareholders.
Private Placement Financing
In connection with and as a condition to the Transaction, Agapi intends to complete an equity financing of Agapi Common Shares for minimum gross proceeds of $750,000 (the "Private Placement"). It is expected that the issue price per Agapi Common Share will be $0.12. The Agapi Common Shares are expected to be sold to "accredited investors" and other parties pursuant to exemptions from prospectus requirements under Canadian securities laws.
The Private Placement is intended to be completed prior to or concurrently with closing of the Transaction. The net proceeds of the Private Placement will be used for working capital and general corporate purposes.
Conditions of the Transaction
Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of CODE and Agapi as required by the CSE and under applicable corporate or securities laws; (ii) completion of the Private Placement; and (iii) the CSE's final approval for listing the shares of the Resulting Issuer.
Trading Halt
Trading in CODE Common Shares on the CSE will remain halted in compliance with the policies of the CSE. It is not expected that trading in the CODE Common Shares will resume prior to the Closing.
Filing Statement
In connection with the Transaction and in compliance with the policies of the CSE, CODE will file on SEDAR by September 29, 2023 the information circular which will contain details regarding the Transaction, CODE, Agapi and the Resulting Issuer, including proposed management of the Resulting Issuer. .
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
CODE currently has 15,571,906 CODE Common Shares issued and outstanding and securities exercisable or exchangeable into 3,288,070 CODE Common Shares.
About Agapi Luxury Brands Inc.
Agapi's premium luxury branded cigars sold under the brand "Freud Cigar Co.", are exclusively handcrafted using the finest tobacco leaves that are carefully selected and aged to perfection, and artistically blended to produce an unforgettable smoking experience for the luxury consumer. The company has partnered with renowned industry veterans Eladio Diaz and Wiber Ventura with the aim to disrupt the luxury cigar segment. The company has successfully commercialized products in the US and international markets selling over 40,000 and 10,000 cigars in each respective market.
Agapi is a private company and was incorporated under the Business Corporations Act (British Columbia) on June 11, 2021. Agapi's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8.
Agapi currently has approximately 65,571,906 common shares ("Agapi Common Shares") issued and outstanding and securities exercisable or exchangeable into approximately 84,542,058 Agapi Common Shares .
For further information please contact:
Cypher Metaverse Inc. Corporate Communications
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Agapi Luxury Brands Inc.
David Stadnyk, CEO
All information in this press release relating to Agapi has been provided by Agapi and is the sole responsibility of Agapi.
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to CSE 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.
The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the exploration and development of Agapi's products, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement and the proposed directors and officers of the Resulting Issuer. The information about Agapi contained in the press release has not been independently verified by CODE. Although CODE believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because CODE can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on receipt of tax, corporate and securities law advice for both CODE and Agapi. The statements in this press release are made as of the date of this press release. CODE undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of CODE, Agapi, their securities, or their respective financial or operating results (as applicable) except as required by securities laws.
SOURCE: Cypher Metaverse Inc.
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Forward Water Technologies Corp. ("FWTC" or the "Company") (TSXV:FWTC) is pleased to announce that, further to its previous press release relating to the business combination with Fraser Mackenzie Accelerator Corp., the consolidation of the outstanding common shares of the Company (each, a "Common Share") on the basis of one post-Consolidation Common Share for every ten pre-Consolidation Common Shares is anticipated to be made effective for trading purposes at the opening on September 27, 2024 (the "Effective Date"). It is anticipated that the Common Shares will begin trading on the TSX Venture Exchange on a post-Consolidation basis at market open on the Effective Date. The new CUSIP of the Common Shares will be 34988A201 and the new ISIN will be CA34988A2011
Shareholders with physical certificates will receive a letter of transmittal from TSX Trust Company, the Company's transfer agent. All registered shareholders will be required to send their certificate(s) representing pre-Consolidation shares, along with a properly executed letter of transmittal, to the Company's transfer agent, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary on the procedures for processing the Consolidation of their shares, and for determining their post-Consolidation positions.
Further details regarding the Consolidation are provided in the Company's information circular dated August 20, 2024 which can be found under the Company's profile on www.sedarplus.ca.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. (TSXV:FWTC) is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Forward Osmosis technology. FWTC was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. FWTC's technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. FWTC's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, DLE, mining, agriculture and ultimately municipal water supply and re-use market sectors.
FWTC has immediate plans to treat brine from the direct lithium extraction (DLE) sector using its mobile pilot equipment this summer in conjunction with its partners. This project will establish FWTC's iFOTM technology as a valuable component in producing lithium carbonate from aquifer sourced brines for use in applications such as electric vehicle (EV) battery production.
In addition, FWTC has initiated early-stage R&D for the treatment of food and beverage process streams.
For more information, please visit www.forwardwater.com.
Contact Information:
Forward Water Technologies Corp.
C. Howie Honeyman, Chief Executive Officer
E-mail: howie.honeyman@forwardwater.com
Telephone: (519) 333-5888
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Caution Concerning Forward Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the timing of the effective date of the Consolidation. FWTC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FWTC, including those described in FWTC's disclosure documents available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of FWTC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and FWTC does not undertake to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
SOURCE: Forward Water Technologies Inc.
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NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced that the Company has issued a $3 million unsecured, interest-bearing promissory note dated as of September 13, 2024 (the "Note") to Playtech plc. The Note shall bear interest of 8% per annum, payable in arrears at maturity. Unless otherwise accelerated pursuant to its terms, the Note will become immediately due and payable on the earlier of (i) April 25, 2025; and (ii) the date on which the Company or any of its subsidiaries completes additional financing transactions with aggregate gross proceeds of at least $10 million, subject to certain exceptions. Proceeds from the Note will be used to fund the Company's continued growth and for general corporate purposes.
"We welcome the opportunity to strengthen our balance sheet as we continue to advance the fundamentals of our business by delivering above-market growth," said Michael Moskowitz, Chair and CEO of NorthStar.
The issuance of the Note constitutes a "related party transaction" within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as Playtech plc or its affiliates have control or direction over securities of the Company carrying more than 10% of the voting rights attached to the Company's outstanding voting securities. In respect of such "related party transaction", the Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a), 5.5(b), 5.7(1)(a) and 5.7(1)(f) of MI 61-101. A material change report was not filed by the Company at least 21 days before the closing of the Note offering, as the Company was required to sign and close expeditiously. In the view of the Company, this approach is reasonable in the circumstances. The Note offering was approved by all of the independent directors of the Company.
About NorthStar
NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.
As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Information and Statements
This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada ("forward-looking statements"), including without limitation, statements with respect to the following: the expected benefits of the Note and use of proceeds, the ability of the Company to perform its obligations under the Note, and the ability of the Company to obtain additional financing. The foregoing are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of the Company's anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward- looking information. Such factors include, among others, the following: risks related to the Company's business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form, which is available under NorthStar's profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company's control.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
For further information:
Company Contact:
Corey Goodman
Chief Development Officer
647-530-2387
investorrelations@northstargaming.ca
Investor Relations:
RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223192
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NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced that the Company has issued a $3 million unsecured, interest-bearing promissory note dated as of September 13, 2024 (the "Note") to Playtech plc. The Note shall bear interest of 8% per annum, payable in arrears at maturity. Unless otherwise accelerated pursuant to its terms, the Note will become immediately due and payable on the earlier of (i) April 25, 2025; and (ii) the date on which the Company or any of its subsidiaries completes additional financing transactions with aggregate gross proceeds of at least $10 million, subject to certain exceptions. Proceeds from the Note will be used to fund the Company's continued growth and for general corporate purposes.
"We welcome the opportunity to strengthen our balance sheet as we continue to advance the fundamentals of our business by delivering above-market growth," said Michael Moskowitz, Chair and CEO of NorthStar.
The issuance of the Note constitutes a "related party transaction" within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as Playtech plc or its affiliates have control or direction over securities of the Company carrying more than 10% of the voting rights attached to the Company's outstanding voting securities. In respect of such "related party transaction", the Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a), 5.5(b), 5.7(1)(a) and 5.7(1)(f) of MI 61-101. A material change report was not filed by the Company at least 21 days before the closing of the Note offering, as the Company was required to sign and close expeditiously. In the view of the Company, this approach is reasonable in the circumstances. The Note offering was approved by all of the independent directors of the Company.
About NorthStar
NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.
As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Information and Statements
This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada ("forward-looking statements"), including without limitation, statements with respect to the following: the expected benefits of the Note and use of proceeds, the ability of the Company to perform its obligations under the Note, and the ability of the Company to obtain additional financing. The foregoing are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of the Company's anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward- looking information. Such factors include, among others, the following: risks related to the Company's business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form, which is available under NorthStar's profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company's control.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
For further information:
Company Contact:
Corey Goodman
Chief Development Officer
647-530-2387
investorrelations@northstargaming.ca
Investor Relations:
RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223192
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Not for distribution to U.S. news wire services or for dissemination in the United States.
Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) is pleased to announce that, Fraser Mackenzie Accelerator Corp. ("FMAC") today announced that closed the first tranche of its previously announced private placement of subscription receipts of FMAC (the "Subscription Receipts"), consisting of the issuance of an aggregate of 12,292,923 Subscription Receipts at a price of C$0.107 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of C$1,315,342.76 (the "Offering"). The Offering was completed in connection with the previously-announced arm's length transaction (the "Transaction") proposed to be completed by FMAC and FWTC, further details of which may be found in the prior news releases of FWTC, including the most recent news release of FWTC relating to the Transaction dated July 22, 2024
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated September 11, 2024 (the "Subscription Receipt Agreement") between FMAC and TSX Trust Company (the "Subscription Receipt Agent"), as subscription receipt agent. Upon the satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions") specified in the Subscription Receipt Agreement at or before January 9, 2025 (the "Escrow Release Deadline") each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of FMAC (each, a "Unit"). Each Unit consists of one common share in the capital of FMAC (each, a "FMAC Share"), and one-half of a common share purchase warrant of FMAC (each such whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at an exercise price of $0.15 for a term expiring on the third anniversary of the closing of the Transaction. Upon completion of the Transaction, each FMAC Share will be immediately exchanged for 0.95 (the "Exchange Ratio") common share of FWTC (after giving effect to FWTC's proposed 10 to 1 share consolidation), and each Warrant will be adjusted to entitle the holder to purchase common shares of the Resulting Issuer (as defined below) based on the Exchange Ratio at a purchase price of $0.1579 per share. FMAC and FWTC are currently aiming to close the Transaction on or about September 30, 2024, subject to the timely satisfaction of a number of customary closing conditions, all as more particularly described in FWTC's management information circular dated August 20, 2024.
At the closing of the Transaction, FMAC will pay to certain finders (each, a "Finder") a fee comprised of: (a) a cash fee not exceeding 8.0% of the gross proceeds raised from subscriptions in the Offering from persons who participate in the Offering that were introduced to FMAC by such Finder (the "Finder's Fee"), and (b) a number of compensation warrants (the "Finder Warrants") issued by FMAC that equal to not more than 8.0% of the total number of Subscription Receipts issued to persons who participate in the Offering that were introduced to FMAC by each Finder. Each Finder Warrant shall entitle the holder to subscribe for one Unit at the Issue Price for a period of twenty-four (24) months from the date that the common shares of FTWC (following the closing of the Transaction) (the "Resulting Issuer")commence trading on the TSX Venture Exchange (the "TSXV"). The terms of the Finder Warrants will be subject to adjustment based on the Exchange Ratio.
Upon closing of the Offering, the gross proceeds of the Offering were deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any).
The proceeds of the Offering are expected to be principally used for corporate and administrative expenses of the Resulting Issuer.
Certain directors of FMAC subscribed for $100,000 of Subscription Receipts. The directors of FMAC who participated in the Offering are considered related parties for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and their purchase of Subscription Receipts constitutes a "related party transaction" within the meaning of MI 61-101. FMAC is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a), respectively - Fair Market Value Not More Than 25 Per Cent of Market Capitalization, on the basis that at the time the issuances were agreed to, neither the fair market value of the securities to be distributed to the FMAC directors, nor the consideration to be received for the securities, exceeds 25 per cent of FMAC's market capitalization. The Board of Directors of FMAC has, subject to the appropriate recusal of the interested directors, unanimously approved the issuances and no materially contrary view or abstention was expressed or made by any director in relation to the issuances. FMAC will not file a material change report in respect of the participation of the directors in the issuances at least 21 days before anticipated closing of the Offering issuance as FMAC wishes to close on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. (TSX.V: FWTC) is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Forward Osmosis technology. FWTC was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. FWTC's technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. FWTC's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, DLE, mining, agriculture and ultimately municipal water supply and re-use market sectors.
FWTC has immediate plans to treat brine from the direct lithium extraction (DLE) sector using its mobile pilot equipment this summer in conjunction with its partners. This project will establish FWTC's iFOTM technology as a valuable component in producing lithium carbonate from aquifer sourced brines for use in applications such as electric vehicle (EV) battery production.
In addition, FWTC has initiated early-stage R&D for the treatment of food and beverage process streams.
About Fraser Mackenzie Accelerator Corp.
The Company is a "capital pool company" which completed its initial public offering on February 22, 2023. The FMAC Shares are listed for trading on the TSXV under the stock symbol FMAC.P. FMAC has not commenced commercial operations and has no assets other than cash. It is intended that the Qualifying Transaction, when completed, will constitute the "Qualifying Transaction" of FMAC pursuant to Policy 2.4 - Capital Pool Companies of the TSXV.
For more information, please visit www.forwardwater.com.
Contact Information:
Forward Water Technologies Corp.
C. Howie Honeyman, Chief Executive Officer
E-mail: howie.honeyman@forwardwater.com
Telephone: (519) 333-5888
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Caution Concerning Forward Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may'', "should", "anticipate", "will", "estimates", "believes": "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including, without limitation, the anticipated timing of the completion thereof, the use of proceeds, and the satisfaction and/or waiver of the Escrow Release Conditions). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the parties, including expectations and assumptions concerning (i) the Company, the Resulting Issuer, and the Transaction, and (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor FMAC undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Further Information
For more information concerning the Offering and the Qualifying Transaction, see FMAC's and the Company's 's joint news releases dated May 14, 2024, June 18, 2024 and July 22, 2024 and the Company's management information circular dated August 20, 2024. The parties will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of the TSXV policies.
SOURCE:Forward Water Technologies Inc.
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Carbon Done Right (TSXV: KLX) is pleased to announce a number of updates to the Company's carbon credit project development activities and management team:
CEO Dr. James Tansey commented ‘This has been challenging year for carbon markets with lots of headwinds. Our early decision to focus on restoration projects has insulated our from many of these challenges, as the market has given strong indications that restoration based carbon projects can attract a price premium. We have delivered on our priority milestones over the first part of 2023 and look forward to providing further updates. Our view remains that carbon markets will return to their previous strength and that both conservation and restoration projects are critical to scaling Nature Based Solutions'
The Company also announces that Matthew Roma will be stepping down as Chief Financial Officer and Corporate Secretary of the Company to pursue other opportunities. The Board of Directors of Carbon Done Right are currently evaluating candidates to fill the vacancy.
The Board of Directors of Carbon Done Right express their gratitude for the significant contributions Mr. Roma has made to the Company and wish him well in his future endeavours.
About ‘Carbon Done Right'
‘Carbon Done Right' is focused on nature based solutions to climate change, and carries on the business of developing validated and verified carbon credits from afforestation and reforestation of degraded land areas and marine ecosystems, including mangroves, for sale into international voluntary carbon markets. In contrast to streaming and royalty companies, ‘Carbon Done Right' works upstream as a direct owner and operator of projects, addressing a key supply constraint in the current market and the rapidly growing demand for carbon credits in global voluntary and regulated markets. The Company intends to achieve this by investing in the exploration, restoration and management of terrestrial and marine systems that can either be protected to enhance the sequestration of greenhouse gases or restored from a degraded status to fully productive ecosystems. ‘Carbon Done Right' draws on the experience of a senior executive team to deploy capital at risk under various arrangements (including cooperation, assignment and production sharing agreements) with large landowners and governments in various suitable jurisdictions around the world.
ON BEHALF OF THE BOARD OF DIRECTORS
"James Tansey"
James Tansey
Chief Executive Officer
For further information please contact :
| Carbon Done Right. James Tansey, Chief Executive Officer Email: james.tansey@klimatx.com http://www.klimatx.com |
Cautionary Note Regarding Forward Looking Statements
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.
This press release contains forward-looking statements and forward-looking information (collectively " forward looking statements ") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the company's dual listing in the UK and the acquisition of various technology licenses. and the ongoing business of the Company. Klimat X cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Klimat X including expectations and assumptions concerning the Company and the risks associated with launching and operating a technology based product. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Klimat X. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Klimat X does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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