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Vancouver, British Columbia – (Newsfile Corp. – July 21, 2021) – Lynx Global Digital Finance Corporation (CSE: LYNX) (OTC Pink: CNONF) (FSE: 3CT0) (“Lynx” or the “Company”) is pleased to announce that on July 20, 2021, it officially completed the acquisition of 100% of the issued and outstanding shares of Ausphil Technologies Pty. Ltd. (“Ausphil“), a private Australian company which has a 52.15% equity interest in a financial institution authorized in the Philippines, Binangonan Rural Bank Inc. (“BRB“or the”Bank“), (the “Transaction“).
Michael Penner, CEO, said: “We are extremely pleased to include Binangonan Rural Bank in our portfolio of vertically integrated payment companies. The acquisition of the Bank now allows Lynx to fully benefit from the advantages of the streamlined synergies that exist between the solutions provided. through Direct Agent 5’s worldwide licensed cash-out / cash-out network in the Philippines and Australia, and global card acquisition and issuance infrastructure, provided by the exclusive regulated partnerships of Vasu and PayRight in the Philippines and in Singapore. BRB can now act as an organizational banking center to facilitate the deposit and movement of money between each of these operating entities and their customers around the world, as it now joins the Lynx Global unified payment technology platform. look forward to offering local and international B2B and B2C customers a simple, cost-effective way to send, receive or make payments traditionally or digitally, anywhere, anytime. For Lynx, the BRB acquisition represents the successful completion of another key foundational element needed to bring the unbanked and underbanked into the rapidly growing global e-commerce market. “
As a licensed rural bank with an electronic money issuer license, BRB is in the unique position of combining the history and reputation of a traditional financial institution with the enhanced capabilities now offered to it through transactions. of electronic money. Lynx and BRB management teams plan to expand the Bank’s service offerings to include branded prepaid card issuance, merchants acquiring online payment processing solutions, and strategic point-of-sale deployment and ATMs / micro-ATMs across the country to continue its roadmap to be recognized globally as a leading provider of complete vertically integrated financial and payment technology solutions.
Binangonan Rural Bank Inc. started as a rural bank in the Philippines in October 1961. In August 2017, BRB obtained an Electronic Money Issuer (EMI) license allowing it to offer electronic money services to its customers. . Electronic money is monetary value stored electronically in convenient payment instruments that consumers can use to buy or pay for goods and services, to transfer or send money and / or to withdraw funds. These instruments include payment cards, electronic wallets accessible via mobile phones, stored value cards and other similar products. BancNet, of which BRB is a registered member, is the sole ATM switch operator in the Philippines. It allows customers of its members to carry out their transactions at ATMs, point-of-sale terminals, on the Internet and on mobile phones. BRB is also a participant of the Philippines Payment settlement system (PhilPaSS). This system will assist in the processing and settlement of high value interbank payment transactions through the bank’s demand deposit accounts maintained with the BSP.
Financial measures for closing transactions
Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of Ausphil in exchange for 2,543,897 common shares of the Company (the “Counterpart actions“) to current Ausphil shareholders, in addition to total cash payments of US $ 565,600. An additional US $ 232,733 is due and payable on September 19, 2021 and US $ 86,250 is due and payable on December 1 2021. Lynx also granted to Ausphil shareholders 1,775,000 share purchase warrants (the “Matching vouchers“) authorizing holders to purchase an additional 1,775,000 common shares of Lynx (“Actions“) at a price per share of $ 1.24. The matching warrants will expire on July 20, 2023. Certain additional Lynx shares may be payable in the event the Bank reaches certain agreed financial milestones.
Lynx also repurchased debt owed by Ausphil to certain creditors, in the aggregate principal amount of US $ 1,136,496, through the issuance of 1,269,433 common shares of the Company (the “”Debt counterpart shares“) and a cash payment of US $ 276,667, due and payable on July 30, 2021.
Counterparty shares, debt counterparties and all shares issued upon exercise of counterparty warrants are subject to regulatory and voluntary resale pooling restrictions for the following total amounts up to on the following dates: (a) 65% of the counterpart shares, the debt counterpart shares and all the Shares issued upon exercise of the Remuneration Warrants, will be subject to resale restrictions until November 20, 2021; (b) an additional 15% of the debt counterpart shares and debt counterpart shares and an additional 15% of the shares issued upon exercise of the counterpart warrants, will be subject to resale restrictions until January 20, 2022 ; (c) an additional 10% of the Debt Counterparties and Debt Counterparties and an additional 10% of the shares issued upon exercise of the Counterparty Warrants will be subject to resale restrictions until April 20, 2022; and (d) an additional 10% of the Debt Counterparty Shares and Debt Counterparty Shares and an additional 10% of the shares issued upon exercise of the Counterparty Warrants, will be subject to resale restrictions until July 20. 2022. 100% of the counterparty The Shares, the Debt Counterparty Shares and all the Shares issued during the exercise of the Counterparty Warrants will also be subject to a legal holding period of four months and one day from the date of Closing Date.
In connection with the Transaction, the Company also issued 158,994 ordinary shares of the Company as finder’s fees (the “”Research costsAll such shares issued under the search commission are subject to the same resale restrictions as the counterpart shares, as noted above.
The Transaction does not constitute a fundamental change for the Company and does not result in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Stock Exchange.
ABOUT LYNX DIGITAL GLOBAL FINANCE:
Lynx seeks to become a leader in financial technologies, solutions and services for large-scale merchants, financial institutions and other B2B industry partners through integration with the payment platform digital Lynx. The Company’s payment solutions are based on a wide range of payment technologies and services. The company has targeted banking and fintech relationships in ASEAN and Oceania, a region with a population of nearly 700 million, which can provide Lynx with a financial network hub location to service and operate traditional global financial infrastructure. and digital. By working with selected banking and / or EMI approved partners, the Company will be able to offer a digital payment platform with a full suite of payment solutions, which may include merchant acquisition solutions; issuance of cards; remittances and currency; and digital asset custody services, including digital wallet services. The Company seeks organic growth while seeking potential strategic acquisitions that can bring critical technology applications, additional services and revenue streams, and which can complement or enhance existing offerings and potentially increase or accelerate the path to future profitability. . While Lynx believes that there are significant near-term opportunities for the Company’s strategic initiatives, there can be no assurance that the goals and objectives will be achieved or that such underlying efforts or agreements will yield positive results if they are implemented.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATORY SERVICE PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS COMMUNICATION.
FORWARD-LOOKING STATEMENTS: Certain information contained in this document may constitute “forward-looking information” under Canadian securities legislation, including the described initiatives of BRB and the goals and objectives of Lynx. The economic materiality of acquiring a controlling stake in BRB is unknown due to the contingent nature of the results that can be generated. At this point, Lynx considers that the acquisition of BRB is unlikely to generate a substantial short-term economic benefit for Lynx or BRB. However, Lynx and BRB consider the business relationship to support the organization’s strategic growth plans. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will”, or variations of such words and phrases or statements indicating that certain actions, events or results “will” occur. Forward-looking statements are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Lynx are materially different from those expressed or implied by such forward-looking statements or information, including capital expenditures, other costs, or implied future forecasts. In addition, the Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of important factors, many of which are beyond the control of the Company. These factors include, among others: risks and uncertainties associated with the Company’s limited operating history and the need to comply with environmental and government regulations. 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. Therefore, readers should not place undue reliance on forward-looking statements and information. Lynx will not update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/90862