In the news release "Dizun Announces Closing of $750,000 Private Placement and Letter of Intent With Maitri Health for Reverse Takeover", issued 24-Jul-2020 by Dizun International Enterprises Inc. over CNW, we are advised by the company that in the previous version of the news release, under the terms of the reverse takeover ("RTO"), Dizun International Enterprises Inc.("Dizun") announced that as part of the RTO, the Maitri Health Corp. ("Maitri") Shareholders will receive an aggregate of 25,000,000 common shares of Dizun. The correct amount is 250,000,000 common shares of Dizun. The complete release follows:
Dizun Announces Closing of $750,000 Private Placement and Letter of Intent With Maitri Health for Reverse Takeover
VANCOUVER, BC, July 24, 2020 /CNW/ - Dizun International Enterprises Inc. (CSE: KDZ) ("Dizun" or the "Company") is pleased to announce the closing of a $750,000 non-brokered private placement (the "Private Placement") of units of the Company (each a "Unit") and that it has entered into a non-binding letter of intent (the "LOI") with Maitri Health Corp. ("Maitri") to complete a business combination by way of a reverse takeover (the "RTO") of Dizun by the shareholders of Maitri. Upon completion of the RTO, the combined entity (the "Resulting Issuer") will continue to carry on the business of Maitri. The closing of the RTO is subject to the receipt of all necessary approvals, including without limitation regulatory approval for the listing of the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the Canadian Securities Exchange (the "Exchange"). The LOI was negotiated at arm's length and is effective July 23, 2020.
Pursuant to the Private Placement, Dizun issued 30,000,000 Units at a price of $0.025 per Unit for aggregate gross proceeds of $750,000.
Each Unit consists of one common share in the capital of Dizun (a "Dizun Share") and one Dizun Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Dizun Share at an exercise price of $0.025 per share for a period of two years from the date of issuance.
The Private Placement is subject to the approval of the Exchange and the securities will be subject to a four-month hold period under securities laws.
In connection with the Private Placement, Dizun paid a cash finder's fee of $1,850 and issued 70,000 Finder's Warrants. The Finder's Warrants have the same terms as the Warrants and will be subject to a four-month hold period under securities laws.
Description of Maitri
Maitri is a coordinated global platform that delivers reliable, high quality health care supplies with transparent supply chains. The Covid-19 pandemic has exposed a need for a new way to manufacture and manage healthcare and PPE materials. Businesses need new protocols to keep workers safe and healthcare needs to equip first responders. Created by industry leaders, Maitri's mission is to bring a stable supply of materials to enable businesses and healthcare to function efficiently. Maitri is securing strategic on-shore manufacturing and licensing agreements. Clients of Maitri have a system that ensures medical supplies are available, reliable, consistent and sustainable. With advanced protocols for production, logistics, advanced technology and strict quality control, Maitri will ensure our global community is able to navigate every biomedical emergency. For further information, refer to Maitri's website at www.maitrihealth.ca.
Terms of the RTO
The RTO is expected to be completed by way of a share exchange between the shareholders of Maitri (the "Maitri Shareholders") and Dizun, following which the Resulting Issuer will continue the business of Maitri. In exchange for 100% of the issued and outstanding shares of Maitri (the "Maitri Shares"), the Maitri Shareholders will receive an aggregate of 250,000,000 Dizun Shares.
The Parties anticipate entering into a definitive amalgamation agreement (the "Definitive Agreement") by the end of August 2020, following the completion of satisfactory due diligence. The RTO constitutes an Arm's Length Transaction under the policies of the Exchange.
As of the date hereof, Dizun has 41,605,880 Dizun Shares outstanding, as well as an aggregate of 30,070,000 warrants.
As of the date hereof, Maitri has 25,000,000 Maitri Shares outstanding and no convertible securities.
Management and Directors of the Resulting Issuer
When the RTO is completed, it is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of such directors as Maitri shall determine, and each of the officers of Dizun shall resign and be replaced with officers appointed by the new board of directors.
It is anticipated that the directors of the Resulting Issuer will be Sav DiPasquale, Tony Clement, Dr. Solomon (Sam) Pillersdorf and Gavin Cooper, and the officers will be Andrew Morton and Marlis Yassin.
Sav DiPasquale: Board ChairMr. DiPasquale is a senior executive with over 30 years of experience in the pharmaceutical, biotechnology and transportation industries, and he is currently President of the Canadian Pharmaceutical Distribution Network ("CPDN"). At CPDN, Mr. DiPasquale is responsible for overall operations, including the development and implementation of strategies to grow the organization's membership and extend its unique service offering. Previously Mr. DiPasquale spent almost seventeen years at Glaxo Smith Kline in various senior positions, including VP Business Development and CIO.
Tony Clement: DirectorMr. Clement is a former Canadian federal politician and former Member of Parliament. Mr. Clement served as an Ontario cabinet minister, including as Federal Minister of Health and Long-Term Care as well as President of the Treasury.
Dr. Solomon (Sam) Pillersdorf: DirectorDr. Pillersdorf has been involved in the mining sector for over 10 years, including funding start-up mining companies and sourcing and funding resource claims. Dr. Pillersdorf was Head of Rheumatology Outpatients and Head of Rheumatology training at the McMaster University Medical Center.
Gavin Cooper: DirectorMr. Cooper is a Chartered Accountant with extensive experience in all aspects of corporate and financial management. For the past 35 years, Mr. Cooper has been providing strategic and financial advice and corporate administration services, and has held senior positions with a number of public and private companies with local and international operations
Andrew Morton: CEO and DirectorMr. Morton is a seasoned global technology executive with a track record of successfully building and running innovative companies. Mr. Morton was SVP Global Sales for Zodiac Interactive, a private equity held software company focused on advanced software for Tier 1 Cable and Telecom providers. He headed up Broadband TV for Entone where he launched successful operations on multiple continents. Entone was acquired by Amino Communications (LON: AMO) where he served for several years post transaction on the senior executive team. Earlier in his career, Mr. Morton co-launched global operations for Comtrend Corporation, a leader in telecom hardware and software.
Marlis Yassin: CFO and Corporate SecretaryMs. Yassin is a CPA, CA with over 15 years experience working with publicly listed companies. She has held finance management positions at various public companies, including an international industrial products company and mid-tier mining companies. Ms. Yassin gained extensive experience through her client engagements at Deloitte providing reporting, advisory and assurance services to publicly traded companies, primarily in the natural resources sector.
Conditions to the RTO
The RTO is subject to the satisfaction of customary closing conditions, including as follows:
each of Dizun and Maitri obtaining any requisite director and shareholder approvals;
the completion of due diligence investigations to the satisfaction of each of Dizun and Maitri;
Dizun and Maitri entering into the Definitive Agreement; and
all requisite regulatory and stock exchange approvals relating to the RTO and Exchange approval for the listing of the Resulting Issuer Shares having been obtained.
Additional Information Regarding the RTO
The RTO will constitute a change of business under the rules of the Exchange. The final legal structure for the RTO will be determined after the parties have considered all applicable tax, securities law and accounting efficiencies.
Dizun and Maitri expect to complete the RTO in the fall of 2020.
On behalf of the Board,
Dizun International Enterprises Inc.
Hani Zabaneh, Director and CEO
Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance. The RTO cannot close until the required shareholder approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or listing 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 Dizun should be considered highly speculative. The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this news release.
All information contained in this press release with respect to Dizun and Maitri was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied entirely on the other party for any information concerning the other party. Dizun has not conducted due diligence on the information provided by Maitri and does not assume any responsibility for the accuracy or completeness of such information.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains certain forward-looking statements that reflect the current views and/or expectations of management of Dizun and Maitri, respectively, with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of Dizun and Maitri to negotiate for or complete the RTO, the change of directors, as proposed or at all. Forward-looking statements are based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Dizun and Maitri operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into the Definitive Agreement or complete the RTO contemplated herein; that the due diligence of Dizun and/or Maitri will be satisfactory; or that Dizun and Maitri will obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on the Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. Neither Dizun nor Maitri undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
SOURCE Dizun International Enterprises Inc.
Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX), an innovator in automotive vision systems, announced today that its wholly owned subsidiary, Eye-Net Mobile Ltd., will start a pilot project with a multi-billion-dollar multinational Japanese electronics company to test its Eye-Net™ Protect cellular-based V2X (vehicle-to-everything) accident prevention solution. This is the second pilot project the Company announced this month, following the announcement about a pilot project with a multi-billion-dollar global Japanese technology company to test Eye-Net Mobile's solution.
The pilot project will be used to validate and evaluate the software development kit (SDK) configuration of the Eye-Net solution and its technical specifications. Upon successful evaluation, the Japanese electronics company, which implements hundreds of thousands of units of advanced dashboard cameras (dashcams) every year, may proceed to integrate the Eye-Net solution into its dashcams.
According to recent reports by Grand View Research, the global dashboard camera market size is expected to reach around $7.5 billion by 2027. An estimated 36.1 million dashcams were sold in 2019, more than 10 million of which were advanced dashcams. Advanced dashboard cameras come with parking motion detection, GPS support, and Wi-Fi connectivity. These features, coupled with government regulations and increasing awareness regarding vehicle safety, are expected to drive demand for advanced dashcams in the coming years.
"This second pilot project is a vote of confidence from another Japanese company, that reinforces our market penetration strategy, targeting the smart devices and services market, including dashcams, head-up displays, wearable devices, navigation aids, and IoT platforms,” said Dror Elbaz, COO & Deputy CEO of Eye-Net Mobile. "We decided to focus on the Japanese market, which is often characterized by early adopters of new technologies and innovations, enabling quick market penetration. Concentrating on one geographic region will help us to achieve a critical mass of Eye-Net Protect users in a defined area, thus increasing the chance of preventing accidents and saving lives.”
The Eye-Net Protect V2X solution is designed to protect the most vulnerable road users in real time—including pedestrians, cyclists, scooter drivers and car drivers—by providing collision alerts when the road users have no direct line of sight. An SDK configuration allows Eye-Net Mobile to integrate its solution with leading location-based products such as wearable devices, dashboard cameras, navigation aids, infotainment systems, third-party applications and other smart devices.
For more information about Eye-Net Mobile, please visit www.eyenet-mobile.com, or follow the Company’s LinkedIn page, Eye-Net Mobile; Twitter, @EyeNetMobile1; and Instagram channel, Eyenetmobile1, the contents of which are not incorporated into this press release.
Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX), founded in 2015, is a technology company engaged in the design, development and commercialization of sensors systems for the automotive industry. Through the company’s wholly owned subsidiaries, Foresight Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both "in-line-of-sight” vision systems and "beyond-line-of-sight” cellular-based applications. Foresight’s vision sensor is a four-camera system based on 3D video analysis, advanced algorithms for image processing, and sensor fusion. Eye-Net Mobile’s cellular-based application is a V2X (vehicle-to-everything) accident prevention solution based on real-time spatial analysis of clients’ movement.
The company’s systems are designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest rates of false alerts. Foresight is targeting the Advanced Driver Assistance Systems (ADAS), the semi-autonomous and autonomous vehicle markets and predicts that its systems will revolutionize automotive safety by providing an automotive-grade, cost-effective platform and advanced technology.
For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on Twitter, or join Foresight Automotive on LinkedIn.
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight is using forward-looking statements in this press release when it discusses the pilot project with the Japanese electronics company, that upon successful evaluation, the Japanese electronics company may proceed to integrate the Eye-Net solution into its dashboard cameras, the size of the dashboard camera market, the potential of the company’s products, and the company’s market penetration strategy. Because such statements deal with future events and are based on Foresight’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements in this press release.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in Foresight's annual report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on March 31, 2020, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Foresight is not responsible for the contents of third party websites.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200828005121/en/
TYSONS, Va., Oct. 14, 2020 /PRNewswire/ -- PenFed Credit Union, the nation's second-largest federal credit union, today announced its marketing team was selected by Graphic Design USA as a 2020 American Inhouse Design Awards Winner for three collaborative designs. The American Inhouse Design Awards showcase outstanding work by inhouse creative professionals and reflect the many ways inhouse creatives advance their company's mission and build value.
"We are extremely pleased the creativity and hard work of the PenFed marketing team was recognized by Graphic Design USA," said PenFed Senior Vice President / Chief Marketing Officer Gaurav Bhatia. "This year was challenging in many ways, but the team continued to put forth innovative designs in order to tell the PenFed story to our over 2 million members and the national public."
Winning designs include a PenFed Foundation end-of-year appeal, a complete redesign of the PenFed credit card suite and an animated digital ad for auto refinancing products featuring a moving vehicle.
Ten members of the PenFed marketing team were commended for their work on these designs as art directors, designers, directors, managers, project managers and brand managers. To follow PenFed's latest marketing efforts, please visit www.penfed.org.
About PenFed Credit UnionEstablished in 1935, Pentagon Federal Credit Union (PenFed) is America's second-largest federal credit union, serving over 2 million members worldwide with over $26 billion in assets. PenFed Credit Union offers market-leading certificates, checking, credit cards, personal loans, mortgages, auto loans, student loans, and a wide range of other financial services with members' interests always in mind. PenFed Credit Union is federally insured by the NCUA and is an Equal Housing Lender. To learn more about PenFed Credit Union, visit PenFed.org, like us on Facebook and follow us @PenFed on Twitter. Interested in working for PenFed? Check us out on LinkedIn. We are proud to be an Equal Employment Opportunity Employer.
View original content to download multimedia:https://www.prnewswire.com/news-releases/penfed-credit-union-named-2020-american-inhouse-design-awards-winner-by-graphic-design-usa-301152480.html
SOURCE PenFed Credit Union