TORONTO, July 20, 2021 /CNW/ - Cross Border Capital I Inc.
(TSXV: CBX.P) (the "Company" or "CBX") is pleased to
announce that it has entered into of a Letter of Intent dated
July 19, 2021 with Message Notify
Ltd. d/b/a/ SuperBuzz ("SuperBuzz") to enable SuperBuzz to
complete a going-public transaction in Canada (the "Proposed
Transaction").
ABOUT SUPERBUZZ
SuperBuzz offers solutions supplying a real-time marketing
automation platform that increases customer engagement through
dynamic push notification campaigns that deliver relevant,
personalized messages in micro-moments across mobile and desktop
platforms. SuperBuzz's value proposition comes in the form of its
AI-optimized bidding algorithm and fraud detection that guarantees
push delivery at the right time and in the appropriate context
needed to ensure maximum user retention. The system makes it easy
to segment users and create push notification tests while tracking
notifications in real-time and shows actual traffic quality,
including any fraudulent activity. SuperBuzz is a private company
that was incorporated under the laws of Israel on January 10,
2018.
In conjunction with, and prior to the closing of the Proposed
Transaction, SuperBuzz intends to complete a private placement
offering of approximately CDN $2.0
million of subscription receipts ("Subscription
Receipts") on terms to be determined in the context of the
market (the "Private Placement"). It is anticipated
that each Subscription Receipt will be automatically exchanged for
one ordinary share of SuperBuzz (each, a "SuperBuzz Share")
upon the satisfaction of specified escrow release conditions, which
will include, among other things, the completion or waiver of all
conditions precedent to the Proposed Transaction and the
conditional approval for listing of the common shares of the
resulting issuer (the "Resulting Issuer") on the TSX Venture
Exchange (the "TSXV").
ADDITIONAL TERMS OF THE PROPOSED TRANSACTION
For the purposes of the Proposed Transaction, the deemed value
of the outstanding common shares of CBX will be
approximately CDN $2,000,000. Pursuant to the Proposed
Transaction, it is currently intended that: (i) the outstanding
common shares of CBX will be consolidated at a consolidation ratio
to be determined by the parties if deemed necessary to effect the
Proposed Transaction (the "Consolidation"); and (ii) the
holders of SuperBuzz Shares (including those investors in the
Private Placement) will receive one (1) common share of the
Resulting Issuer (on a post-Consolidation basis) in exchange for
each outstanding SuperBuzz Share. Following the completion of the
Proposed Transaction, the securityholders of SuperBuzz (including
those investors under the Private Placement) will hold a
significant majority of the outstanding common shares of the
Resulting Issuer.
CBX intends that the Proposed Transaction will constitute its
"Qualifying Transaction" under Policy 2.4 - Capital Pool Companies
of the TSXV. The Proposed Transaction will be an arm's length
transaction.
A comprehensive news release with further particulars relating
to the Proposed Transaction, financial particulars, transaction
structure, descriptions of the proposed management and directors of
the Resulting Issuer, terms of any sponsorship, if applicable,
among other particulars, will follow in accordance with the
policies of the TSXV.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: (a) completion of
satisfactory due diligence; (b) execution of a definitive
agreement; (c) receipt of regulatory approvals; (d) acceptance of
the Proposed Transaction as CBX's Qualifying Transaction by the
TSXV; (e) receipt of approval for the listing of the common shares
of the Resulting Issuer by the TSXV; (f) shareholders of CBX
approving certain matters ancillary to the Proposed Transaction,
including the Consolidation, the appointment of four (4) new
director nominees of SuperBuzz and one (1) existing director
nominee of CBX and a change in name of CBX to "SuperBuzz Inc.", all
subject to the completion of the Proposed Transaction. There can,
however, be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statement or non-offering prospectus to be prepared in connection
with the Proposed Transaction, any information released or received
with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon.
Trading in securities of a capital pool company should be
considered highly speculative. Shares of CBX have been halted from
trading on the TSXV, and trading is not expected to resume until
closing of the Proposed Transaction.
This press release is not an offer of securities for sale in
the United States. The securities
described in this press release have not been registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933, as amended)
absent registration or an exemption from registration. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy nor shall there be any sale of the securities in
any jurisdiction where such offer, solicitation, or sale would be
unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Neither 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 release.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking information within
the meaning of Canadian securities laws regarding CBX, SuperBuzz
and their respective businesses, which may include, but are not
limited to, statements with respect to the completion of the
Proposed Transaction, the terms on which the Proposed Transaction
is intended to be completed, the ability to obtain regulatory and
shareholder approvals and other factors. Often but not always,
forward-looking information can be identified by the use of words
such as "expect", "intends", "anticipated", "believes" or
variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would" or "will" be taken, occur or be achieved. Such
statements are based on the current expectations and views of
future events of the management of each entity, and are based on
assumptions and subject to risks and uncertainties. Although the
management of each entity believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect.
The forward-looking events and circumstances discussed in this
press release, including completion of the Proposed Transaction
(and the proposed terms upon which the Proposed Transaction is
proposed to be completed), may not occur and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks regarding
the industry, market conditions, economic factors, management's
ability to manage and to operate the business of the Resulting
Issuer and the equity markets generally. Although CBX and SuperBuzz
have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on any forward-looking statements or
information. No forward-looking statement can be guaranteed. Except
as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
neither CBX and SuperBuzz undertake any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
About Cross Border Capital I Inc.
Cross Border Capital I Inc. is incorporated under the laws of
the Province of Ontario and is a
Capital Pool Company listed on the TSXV. It has not commenced
commercial operations and has no assets other than cash. For
further information, please see the final prospectus of the Company
dated October 29, 2020 filed on SEDAR
at www.sedar.com.
SOURCE Cross Border Capital I Inc.