Latest news with #LOI
Cision Canada
4 days ago
- Business
- Cision Canada
LIQUID META ENTERS INTO LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION TRANSACTION
TORONTO, /CNW/ - Liquid Meta Capital Holdings Ltd. (" Liquid Meta" or the " Company") announces that it has entered into a binding letter of intent (the " LOI") with a private entertainment technology company, based in Toronto, Canada (" EnTech Co") to effect an arm's length transaction that will result in a business combination between the parties (the " Proposed Transaction") to ultimately form the business of the resulting issuer (the " Resulting Issuer"). Following the completion of the Proposed Transaction, it is intended that the Resulting Issuer will carry on the business currently carried on by EnTech Co and Liquid Meta shall apply to list the common shares of the Resulting Issuer (the " Resulting Issuer Shares") on a stock exchange in Canada (the " Exchange"). Due to the highly sensitive and confidential nature of the discussions between the parties and the competitive environment in which EnTech Co operates, disclosure of the name of EnTech Co will be made as soon as possible following the execution of the Definitive Agreement (as defined below). Pursuant to the terms of the LOI, it is intended that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, business combination, plan of arrangement or such other transaction structure as will result in EnTech Co otherwise combining its corporate existence with that of Liquid Meta. The final structure of the Proposed Transaction is subject to receipt by the parties of tax, accounting and securities law advice and will be agreed to pursuant to a definitive agreement in respect of the Proposed Transaction (the " Definitive Agreement"). There are currently an aggregate of 53,837,246 common shares of Liquid Meta (the " Liquid Meta Shares") issued and outstanding, as well as 970,000 stock options (the " Liquid Meta Stock Options") and 437,044 common share purchase warrants (the " Liquid Meta Warrants") of Liquid Meta. Pursuant to the LOI, the holders of the issued and outstanding shares of EnTech Co (" EnTech Co Shares") will receive such number of Liquid Meta Shares for each EnTech Co Share held such that upon completion of the Proposed Transaction, shareholders of EnTech Co will hold approximately 75% of the issued and outstanding Resulting Issuer Shares (the " Exchange Ratio") and the existing shareholders of Liquid Meta shall hold approximately 25% of the issued and outstanding Resulting Issuer Shares, subject to adjustment in certain circumstances. The Liquid Meta Shares, the Liquid Meta Stock Options and the Liquid Meta Warrants will be consolidated prior to the completion of the Proposed Transaction (the " Consolidation") in order to give effect to the Exchange Ratio. Additionally, it is anticipated that all securities convertible, exercisable or exchangeable for EnTech Co Shares will be converted or exchanged (or otherwise become convertible or exercisable in accordance with their terms) into similar securities of the Resulting Issuer on substantially similar terms and conditions based on the Exchange Ratio. In connection with the Proposed Transaction, it is anticipated that all post-Consolidation Liquid Meta Stock Options and Liquid Meta Warrants will remain in effect on substantially the same terms, subject to customary anti-dilution adjustments in accordance with the terms thereof. In connection with the Proposed Transaction, and subject to receipt of applicable approvals, Liquid Meta will effect a name change to such name as may be determined by EnTech Co (the " Name Change"). In connection with the execution of the LOI, the Company has agreed to subscribe for such number of Senior Class A preferred shares of EnTech Co (the " EnTech Co Pref Shares") at a price per EnTech Co Pref Share to be determined, for an aggregate subscription amount of US$2,000,000 (the " LM Pref Subscription"). Liquid Meta will subscribe for the initial closing (the " Tranche 1 Closing") of the EnTech Co Pref Shares in the amount of US$1,000,000 as soon as reasonably practical following the execution of the LOI. Liquid Meta will subscribe for the second tranche of EnTech Co Pref Shares, in the amount of US$1,000,000, concurrently with the execution of the Definitive Agreement. The EnTech Co Pref Shares are redeemable, retractable and are convertible into EnTech Co Shares in certain circumstances. The EnTech Co Pref Shares rank senior to all existing preferred shares of EnTech Co and entitle the holder to dividends at the simple interest rate per year of fifteen percent (15%). EnTech Co will use the proceeds of the LM Pref Subscription to fund working capital and other business development initiatives and to repay existing liabilities. Prior to the completion of the Proposed Transaction, the EnTech Co Pref Shares will be capitalized or consolidated as part of the capital structure assumed by the Resulting Issuer. In connection with the execution of the LOI, certain directors, officers and shareholders of Liquid Meta will deliver irrevocable voting and support agreements stipulating, among other things, that they will vote their Liquid Meta Shares (or otherwise cause their Liquid Meta Shares to be voted) in favour of the Proposed Transaction, the Name Change and such other matters as EnTech Co and Liquid Meta may deem necessary or advisable, except where Liquid Meta terminates the LOI or the Definitive Agreement pursuant to the terms thereof, as the case may be. The obligations of Liquid Meta and EnTech Co pursuant to the LOI will terminate in certain specified circumstances, including in the event that the Definitive Agreement is not entered into on or before the ninetieth (90 th) day following the Tranche 1 Closing, or the Proposed Transaction is not completed by December 31, 2025, unless otherwise agreed to by the parties. Upon entering into the Definitive Agreement, Liquid Meta will issue a subsequent news release containing the details of the Definitive Agreement. In addition, it is anticipated that certain finder's fees will be payable by EnTech Co immediately following closing of the Proposed Transaction pursuant to finder's fee arrangements between certain parties and EnTech Co. Pursuant to the LOI, the finder's fees payable by EnTech Co in connection with the Proposed Transaction will be subject to a maximum amount of $100,000.00. Completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, the parties entering into a Definitive Agreement, receipt of all required shareholder, regulatory, and other approvals, and the Consolidation and Name Change having been implemented. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the information circular or listing statement to be prepared in connection with the Proposed Transaction, as applicable, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The Proposed Transaction and listing of the Resulting Issuer will be subject to review by the Exchange and conditional approval has not yet been granted. About Liquid Meta Prior to discontinuing its operations, Liquid Meta was a DeFi and Web3 focused company developing best-in-class technology and operational expertise allowing it to build a scaled business within proof-of-stake based networks. Liquid Meta was focused on liquidity mining operations and planned to build proprietary software and tools to access, automate, and scale operations within the fast-growing DeFi segment of the blockchain industry. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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. Cautionary Statement Regarding Forward Looking Information This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Liquid Meta with respect to future business activities and operating performance. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) the Company and EnTech Co entering into the Definitive Agreement in connection with the Proposed Transaction and the timing thereof; (ii) expectations regarding whether the Proposed Transaction will be consummated and the conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all; (iii) expectations regarding the LM Pref Subscription and the terms and timing thereof; (iv) completion of the Name Change; (v) completion of the Consolidation; (vi) the business plans and expectations of the Resulting Issuer; (vii) expectations related to the payment of finder's fees in connection with the completion of the Proposed Transaction; (viii) expectations related to the listing of the Resulting Issuer Shares on the Exchange; and (ix) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Liquid Meta, EnTech Co or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Liquid Meta, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Liquid Meta's current beliefs and is based on information currently available to Liquid Meta and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: entering into of the Definitive Agreement in connection with the Proposed Transaction; completion of the Proposed Transaction as contemplated or at all; completion of the LM Pref Subscription; completion of the Name Change; completion of the Consolidation; satisfying the conditions precedent and covenants in connection with the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals of the Proposed Transaction; satisfying the requirements of the Exchange with respect to the Proposed Transaction; meeting the minimum listing requirements of the Exchange; and anticipated and unanticipated costs and other factors referenced in this news release. Although Liquid Meta has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, Liquid Meta disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information 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 forward-looking information.
The Hindu
4 days ago
- Business
- The Hindu
Hooghly CSL to construct two luxury cruise vessels
Hooghly Cochin Shipyard Limited (Hooghly CSL), a wholly owned subsidiary of Cochin Shipyard Limited, will construct two luxury river cruise vessels to be operated on the Brahmaputra by Heritage River Journeys Private Limited, operating under the brand name Antara River Cruises. The luxury cruise operator has entered into a construction contract with Hooghly CSL as part of the project. The agreement for the construction of the first vessel and a Letter of Intent (LOI) for the second were signed by Sanil Peter, chief executive officer, Hooghly CSL, and Raj Singh, founder and chairman, Antara River Cruises, in the presence of Madhu S. Nair, chairman and managing director, Cochin Shipyard Limited, according to a release. The contract represents the synergy of world-class shipbuilding expertise and high-end riverine hospitality while reinforcing a shared commitment to the growth of luxury river cruise tourism in the country. The new vessels promise to set new benchmarks for luxury, safety, and sustainability in inland navigation and reflect a strong push towards the Union government's 'Make in India' initiative and showcases India's growing capacity to design and construct globally competitive cruise vessels of international standards, the release said.
Business Insider
4 days ago
- Business
- Business Insider
ePIC Blockchain Signs LOI with A.R.T. Digital to Redefine Bitcoin Miner Design with Breakthrough Air-Cooling Technology
Austin, Texas, June 24th, 2025, FinanceWire A.R.T. Digital Holdings Corp. (OTC:CGAC), a digital energy and infrastructure company, has signed a Letter of Intent (LOI) with ePIC Blockchain Technologies, a leader in ASIC and system design, to co-develop a next-generation, containerized Bitcoin mining system built around Forced Physics' exclusive JouleForce cooling technology. This partnership marks a significant shift in miner infrastructure design, integrating a first-of-its-kind dry air cooling solution that delivers high-density performance without water, refrigerants, or traditional HVAC complexity. Engineering a New Cooling Standard Unlike hydro or immersion cooling, which rely on old concepts and liquid-to-chip transfer, JouleForce is a fundamental technological advancement in thermal management. It eliminates the need for liquid exchange, with its patented system removing heat directly from the chip to air, simplifying the cooling path and cutting operational costs. While most ASIC manufacturers are shifting to hydro units requiring pumps, fans, and towers to cool circulating fluids, JouleForce outperforms these systems using only air, reducing complexity, energy usage, and infrastructure overhead. "This is not an incremental step—it's a rethinking of what cooling should be," said Brian Snyder, Chief Strategy and Innovation Officer at A.R.T. Digital. "We're pushing past legacy models with a solution that uses less air, less energy, no water, low noise, and delivers greater efficiency. This unlocks regions and opportunities that were previously off the table." Designed From the Ground Up While prior testing has proven JouleForce's effectiveness in retrofitted systems, this collaboration with ePIC Blockchain will deliver the first purpose-built platform explicitly designed to maximize this technology. The new containerized system will feature a single high-power blower, reduced fan load, and optimized airflow all tuned for the JouleForce thermal architecture. ePIC's system integration expertise ensures seamless hardware and firmware alignment for deployment-ready performance. Early prototype designs have already been completed and are operational with impressive results "Together with ePIC, we're not adapting old systems, we're engineering the future," added Snyder. Under the LOI with Forced Physics, A.R.T. Digital holds exclusive rights to deploy JouleForce in the Bitcoin mining sector. This positions A.R.T. Digital and ePIC to introduce a system no other miner can offer, with potential applications worldwide in high-temperature, low-infrastructure environments. About A.R.T. Digital Holdings Corp. A.R.T. Digital Holdings Corp. (OTC: CGAC) is a Bitcoin mining and digital energy company developing scalable infrastructure to convert electricity into monetizable compute. Its Kaboomracks division specializes in hardware, engineering, and logistics solutions for high-performance operations. About ePIC Blockchain Technologies ePIC Blockchain Technologies is a leading system and semiconductor design company for Proof-of-Work mining. ePIC delivers advanced ASIC solutions, firmware, and fleet architecture optimized for energy efficiency and scale.
The Irish Sun
6 days ago
- Sport
- The Irish Sun
Fans left stunned as ‘golden goose' Damien Duff resigns as Shelbourne boss ahead of Champions League bow
LEAGUE of Ireland fans were left stunned on Sunday afternoon after the shock news of Damien Duff's departure from Shelbourne. The former Chelsea star shocked the Irish football community as he confirmed his exit from the LOI champions. 2 Damien Duff stepped down as Shelbourne manager on Sunday 2 Duff's departure comes just weeks ahead of their UCL clash against Linfield The Republic of Ireland legend Damien Duff decided to step down as boss, just weeks before their Champions League qualifier against Linfield. Duff confirmed to RTÉ Sport that he handed in his resignation earlier today. Shels currently sit sixth in the table, 15 points adrift of leaders and rivals Shamrock Rovers. Duff has been unable to replicate that success so far this year as tension escalated with a number of opposing mangers. read more on football His unexpected departure comes just 24 hours before the reigning Premier Division champions face Waterford. One said: "Jesus, that's a bit of a shocker!!" While another penned: "You have to admit one thing , Damien Duff brought attention to the league that was never there before, got the feeling he was going through same thing as Roy keane at Sunderland, extremely high standards but didn't have the players to match . Would assume Joey steps in now" A third wrote: "Damien Duff gone? we never get any luck in Europe..." Most read in Football While another commented: "Damien duff is most definitely in my head right now." And one fan said: "Damien Duff told his Shelbourne players this morning he's leaving, 24 hours before tomorrow's visit to Waterford and a fortnight out from their Champions League first round v Linfield. Barring a U-turn, LOI is losing its golden goose…" Shelbourne manager Damien Duff gives sweet birthday shoutout to his mother after his side's draw against St Pat's
RTÉ News
6 days ago
- Sport
- RTÉ News
Time to reclaim the internet from #GAAdopes
There is a great story from a few years back of a memorable character on the club management scene. At half-time he assessed the performance of his first 15. A good portion of his players got a similar message, the same line in the same tone delivered individually, "You are a dope". The few that were omitted from this assessment were given a question and an answer "What do you not do with a dope? Don't pass them the ball". Face-to-face communication styles have evolved in the decade or so since. Unfortunately, we do a lot less face-to-face communication now than we did even then. We do a lot more social media communication. Social media communication, while relatively new, has rapidly devolved into some of the most despicable nonsense imaginable. Exaggerated anger and vitriolic personal attacks are commonplace. The microphone that is the internet, omnipresent in our hands, has provided people with a tool to highlight their ignorance to the masses, in perpetuity. This microphone of ignorance is too often overused by Irish adults to personally belittle our sportspeople. GAA supporters are not alone but it hits a little different given how we like to congratulate ourselves on our wholesomeness. In general, sports followers in Ireland like to tell ourselves what great supporters we are (*when our team is winning and there is a bandwagon to be jumped on). At the same time, we, adults I remind you, will lazily fulfil sporting stereotypes. "The self-congratulatory moral superiority of the GAA fan needs to be checked. We need a kick in the backside" LOI fans have a go at Premier League fans for not supporting their local teams. Premier League fans born and raised in Ireland having a go at each other for being Manc or Scouse scum. Rugby fans preaching about rugby values while tearing down the ability, personality, even family of Sam Prendergast or Jack Crowley, based purely on the province they come from. GAA fans having a go at others because they are so civilised that they can, wait for it, sit or stand beside each other on the terraces. The self-congratulatory moral superiority of the GAA fan needs to be checked. We need a kick in the backside. I picked up my phone last Sunday evening. After a madcap weekend of enthralling football, logic would suggest that social media would be in raptures at the scores, blocks, tricks and flicks that built a brilliant crescendo to the football championship group stages. Nope. Not the case. Instead there was exaggerated bile flying back and forth between followers of different counties, a large amount of it between followers of counties who hadn't even played each other. The target? More or less everyone that did anything. Like life, the only ones to escape critique were the ones who did nothing only sit in the background. Opposition supporters, opposition management, fixture makers, referees, supporters of non-opposition counties, management of non-opposition counties, own county's supporters, own county's management... all got personal attacks. The most common target were of course players, the ones who push themselves for most of the year to give you 70 minutes of entertainment when you decide to flick on your TV or go to a game. The guff that caught my eye was that directed at Donegal's Michael Murphy. The apparent, completely contrived, alleged issue was that he may have tried to get to the dressing room after the final whistle. This, for some, made him a particularly terrible human. The same man that has spent weeks of his life signing autographs and chatting to fans from all counties, was being personally attacked for (important to note - based primarily on the limited but apparently bullet-proof evidence of a few TV images only) not hanging around for an hour or so with supporters on the pitch. In the name of Jaysus. What a nonsense. If Murphy did commit this apparently heinous crime, did anybody consider the context it was committed in? That he may not have wanted to be the one to hold up a coach load of his team-mates from starting their three-hour journey home at 7pm on Sunday evening, having left their homes and families on Saturday morning? That he may have had an early Monday morning work meeting abroad that he had to catch a flight for? That he may have had an injury he wanted to get assessed so his ancient 35-year-old body may be ready to go again for a knockout game six or seven days later? Or, a multitude of other things he and all the players in action last weekend may have had going on in their real lives away from the screens of people waiting to have a go at their personalities or qualities as humans? As GAA supporters we need to park the self-righteousness and call out this increasing trend of mindless abuse before it spikes into normality. For me, social media is a tiny minority at extremes shouting, as loud as possible, hyperbolic and deliberately spiteful diatribe back and forth at each other while the silent majority sit silently in the middle scrolling past but subconsciously absorbing their hate. We know in the GAA that most supporters are sound. Go to a game and the hate is not thrown around between supporters. If anyone oversteps the mark with their attempted comedy or overly passionate support the reaction of those around them shows them up enough to shut them up. Caution is required. For a few years hatred related to politics, race, creed, sex, nationality was confined to the loud online shouting. Allowing it flourish online has seen it become more prominent on our streets. Keep it away from our GAA pitches. The people spraying personal abuse to GAA people online fall into two categories. Category one, dopes who are looking for a cheap laugh from their friends for how brave they were to publicly attack someone. Category two, dopes who crave attention and attempt to say something so insulting that others will give them the attention they crave by biting back at their personal jibes. When these dopes were 14 and sat down the back of the classroom performing their routine with smart remarks their ignorance was witnessed by only a few. The others in the class were quickly laughing at them not with them. The worst remarks were quickly forgotten because they weren't written down and shared with millions. While the dopes' audience has increased their ignorance is now recorded for all to see forever. If you have read this and are a dope, then stop. If you are thinking of being a dope, don't. If you see or hear a dope on social, well this is the one we struggle with. Like in the classroom, learn to ignore them where possible. If they have gone too far, maybe we can start to call them out but without getting into a conversation. Use '#GAAdope' to check our behaviour and start to dampen and in time eliminate the hate. The club manager at the start has evolved but maybe there is still an occasional need for his curt communication style. Follow a live blog on the All-Ireland Football Championship on Saturday and Sunday on and the RTÉ News app. Listen to updates on Saturday Sport and Sunday Sport on RTÉ Radio 1. Watch highlights on The Saturday Game at 9.15pm and The Sunday Game from 9.30pm on RTÉ2 and RTÉ Player.
