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TORONTO, Nov. 7, 2021 /CNW/ - Cross Border Capital I Inc.
(TSXV: CBX.P) ("CBX" or the "Company") and Message
Notify Ltd. d/b/a SuperBuzz, a corporation existing under the laws
of the State of Israel ("SuperBuzz"), provide an update
on their previously announced transaction whereby CBX will purchase
all of the issued and outstanding securities of SuperBuzz (the
"Transaction"). The parties entered into a letter of intent
(the "LOI"), as amended, which was negotiated at arm's
length and is effective as of July 15,
2021.
The LOI is to be superseded by a definitive merger, amalgamation
or share exchange agreement (the "Definitive Agreement").The
Transaction is subject to requisite regulatory approval, including
the approval of the TSX Venture Exchange (the "TSXV"), and
standard closing conditions, including the approval of the
directors of each of CBX and SuperBuzz of the Definitive Agreement,
completion of due diligence investigations to the satisfaction of
each of CBX and SuperBuzz, and the conditions described below. The
legal structure for the Transaction will be confirmed after the
parties have considered all applicable tax, securities law and
accounting efficiencies.
CBX is incorporated under the provisions of the Business
Corporations Act (Ontario)
with its registered and head office in Toronto, Ontario. It is a capital pool company
and intends for the Transaction to constitute its "Qualifying
Transaction", as such term is defined in Policy 2.4 of the TSXV.
CBX is a "reporting issuer" in the provinces of Ontario, British
Columbia and Alberta.
Since the Transaction is an arm's length transaction, CBX is not
required to obtain shareholder approval for the Transaction.
Trading in the common shares of CBX is halted at present. It is
unlikely that the common shares of CBX will resume trading until
the Transaction is completed and approved by the TSXV.
The Proposed Transaction
Conditions to Transaction
Prior to completion of the Transaction (and as
conditions of closing):
- The parties will file a non-offering prospectus in accordance
with the rules of the TSXV and relevant securities law, outlining
the terms of the Transaction.
- CBX and SuperBuzz will enter into a Definitive Agreement in
respect to the Transaction on or prior to November 15, 2021.
- CBX and SuperBuzz will, if necessary, obtain the requisite
board and shareholder approvals for the Transaction and any
ancillary matters contemplated in the Definitive Agreement
including to change the name of CBX to "SuperBuzz Inc."
- All requisite regulatory approvals relating to the Transaction,
including, without limitation, the TSXV, will have been
obtained.
- SuperBuzz will close the Financing (as defined below) for gross
proceeds of a minimum of $2,000,000
on or before November 30, 2021.
Pre-Closing Capitalization of CBX and SuperBuzz
As of the date hereof, CBX has 5,000,000 common shares issued
and outstanding (each an "CBX Share"), stock options
exercisable for an aggregate of 460,000 CBX Shares at an exercise
price of $0.10 per CBX Share and
broker warrants exercisable for an aggregate of 300,000 CBX Shares
at an exercise price of $0.10 per CBX
Share. The CBX Shares are currently listed on the TSXV under the
symbol "CBX.P".
SuperBuzz is incorporated under the laws of the State of Israel, and, as of the date hereof,
has (a) 4,358,055 ordinary shares issued and outstanding
(each, a "SuperBuzz Share"), (b) 538,615 restricted stock
units ("RSUs"), and (c) simple agreements for future equity
("SAFEs") having an aggregate principal amount of
US$272,000. Prior to the completion of the Transaction, SuperBuzz
intends to effect a stock split on the basis of 5.1313 post-stock
split SuperBuzz Shares (each, a "Split SuperBuzz Share") for
each one (1) pre-stock split SuperBuzz Share.
Financing
SuperBuzz plans to complete a brokered private placement of
subscription receipts (the "Subscription Receipts") at a
price of $0.40 per Subscription
Receipt (the "Issue Price") to raise aggregate gross
proceeds of a minimum of C$2,000,000
Subscription Receipts (the "Financing"). The Financing will
be completed pursuant to the terms of a subscription receipt
agreement (the "Subscription Receipt Agreement") to be
entered into between SuperBuzz, Amuka Capital Corp., (the
"Agent") and an escrow agent.
Each Subscription Receipt issued will be convertible, for no
additional consideration, into one unit of SuperBuzz (the
"Unit"). Each Unit is comprised of one Split SuperBuzz Share
and one whole warrant (each, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one Split SuperBuzz Share at
a price of $0.60 per share for a
period of 24 months from the date on which certain standard escrow
release conditions are satisfied. As compensation, the Agent will
be paid a cash commission equal to 8% of the aggregate gross
proceeds of the Financing (except for the President's List for
which it will be paid a cash commission equal to 2% of the
aggregate gross proceeds raised from President's List subscribers)
and compensation options (each a "Compensation Option")
equal to 8% of the number of Subscription Receipts issued under the
Financing (except for the President's List for which this was
reduced to 2% of the aggregate number of Subscription Receipts sold
to President's List subscribers). Each Compensation Option
entitles the holder to acquire one Unit at an exercise price of
$0.40 for a period of 24 months
following the satisfaction of the escrow release conditions.
Jared Adelstein, a director of
CBX, is also the beneficial holder of 231,000 SuperBuzz Shares
and is a dealing representative of the Agent, and, in such
capacity, anticipates becoming the beneficial holder of 70% of the
Compensation Options issued to the Agent. As such, the Transaction
is subject to Policy 5.9 of the TSXV and Multilateral Instrument
61-101 - Protection of Minority Security Holders In Special
Transactions ("MI 61-101"). CBX intends to rely on the
exemptions contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101
in respect of the Formal Valuation and Minority Approval (as such
terms are defined under MI 61-101) requirements,
respectively.
Terms of the Transaction
Pursuant to the Transaction, one (1) CBX Share, at a deemed
value of $0.40 per CBX Share, will be
issued to the holders of SuperBuzz Shares ("SuperBuzz
Shareholders") in exchange for each one (1) Split SuperBuzz
Share issued and outstanding as at the effective date of the
Transaction.
If the Financing is completed for gross proceeds of $2,000,000, the Transaction will result in CBX
issuing 22,362,486 CBX Shares to the current SuperBuzz
Shareholders, 5,000,000 CBX Shares to the subscribers under the
Financing and 1,216,242 CBX Shares to the holders of the SAFEs,
which, immediately prior to the closing of the Transaction, will
automatically convert into Split SuperBuzz Shares, in accordance
with their terms. Following the completion of the Transaction,
33,578,728 CBX Shares will be outstanding, and
8,923,794 Shares will be reserved for issuance. The former
SuperBuzz Shareholders (excluding holders of the Subscription
Receipts) will own approximately 70% of the CBX Shares, current CBX
shareholders will hold appropriately 15% of the CBX Shares, and the
purchasers under the Financing will hold approximately 15% of the
CBX Shares. Accordingly, the Transaction will constitute a reverse
takeover of CBX, as defined by Exchange Policy 5.2 – Changes of
Business and Reverse Take-Overs. Completion of the Transaction is
conditional upon all necessary regulatory approvals, including the
approval of the Exchange, and other conditions which are typical
for a business combination transaction of this type.
It is expected that the CBX (as it exists following the
Transaction, the "Resulting Issuer") will be classified as a
Tier 2 Technology Issuer.
No deposit or advance has been made by the Company to SuperBuzz
in connection with the 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 showing actual traffic quality,
including any fraudulent activity. SuperBuzz is a private company
that was incorporated under the laws of the State of Israel on January 10, 2018.
Consolidated Financial Information Concerning
SuperBuzz
SuperBuzz is preparing its audited consolidated financial
statements, in addition to unaudited financial statements for the
relevant periods which will be included in the non-offering
prospectus that will be submitted to the TSXV and disclosed in a
subsequent press release.
SuperBuzz's Financial Data
For the years ending December 31,
2019, and 2020, SuperBuzz had posted revenues of
US$26,000 and US$275,000, and losses of $1,426 and $3,559,
respectively.
For the years ending December 31,
2020 and 2019, SuperBuzz had cash assets of $72.00 and $82.00,
respectively, and current liabilities of $4,980 and $1,439,
respectively.
Insiders, Officers and Board of Directors of the Resulting
Issuer
Upon completion of the Transaction, it is anticipated that the
individuals set forth below will constitute the directors, officers
and other insiders of the Resulting Issuer.
Liran Brenner, Proposed
Chief Executive Officer & Director
Liran Brenner is a senior
Software engineer with more than 30 years of experience in
developing, managing, and leading companies. Liran started his
career in the hi-tech world at the age of 17, working as a software
engineer and later joining ICQ, a world leader in instant
messaging, which, in 1998, achieved a record number of 100M installations worldwide and was later sold
to AOL for USD$400M. Following ICQ,
Liran founded WhiteSmoke, a market leader in English correction
tools. In 2012, WhiteSmoke went public and attained more than
120M installations worldwide.
Following WhiteSmoke, Liran developed and sold Unique RTB
(Real-Time-Bidder) technology to one of Israeli's top AdTech
providers. Liran founded SuperBuzz in 2018 in order to pioneer the
development of autonomous marketing technology, with the vision of
replacing the marketing team and harnessing the power of machine
learning to achieve better than ever performance and revenues.
Oren Attiya, Proposed Chief
Financial Officer
Oren Attiya is an experienced
financial executive, with extensive experience in accounting and
financial reporting services for both Israeli and global companies.
Mr. Attiya has served as the CFO of several public and private
start-up companies and incubators within the high-tech,
life-science and food-tech sectors, managing all aspects of
finance, from "bootstrapping" to maturity. Mr. Attiya has vast
experience in mergers and acquisitions, fundraising, taxation,
budgeting and day-to-day financial management. Mr. Attiya has
previously served as audit manager at PwC Israel, where he provided
financing and accounting services to a variety of public, private,
and international companies and incubators. Mr, Attiya holds a B.A.
in Accounting and Economics and is a member of the ICPA.
Nahum Segal, Proposed
Director
Mr. Segal serves as the CEO of the Segal Group, an investment
firm with real estate holdings all over Europe, as well as investments in Israel's booming high-tech sector, based in
Ramat Gan, Israel. Mr. Segal also serves as the chairman
at Connections, an investment firm specializing in raising capital
for Israel's high-tech sector.
From 2015-2020, Mr. Segal served as a director of Zikural, a
premier financial services and lending company. Mr. Segal holds a
bachelor's degree in business administration and a master's degree
in Law from the College of Law and Business in Ramat Gan, Israel.
Dror Erez, Proposed
Director and 10%+ Shareholder
Dror Erez was the founder and CTO
of Conduit, one of Israel's
largest Internet companies. Prior to founding Conduit, Mr. Erez
co-founded Effective–i, a learning system that categorized,
organized, and delivered information to shorten search cycles
within an enterprise. Mr. Erez currently advises start-up companies
in the areas of AdTech, software-as-a-service (SaaS), and cloud
technologies. He holds a B.A. in Physics and Computers from
Bar Ilan University.
Tzafrir
Peles, Proposed Director
Mr. Peles graduated in 2000 with an MBA from the Zicklin School
of Business, Baruch College, CUNY, in
New York City. Since graduation,
Mr. Peles has held various managerial positions in global digital
advertising companies, including three successful stints as CEO of
various companies. Mr. Peles was the co-Founder and co-CEO of DMG,
where he led the spinoff of an online marketing team into a
separate digital, technology focused advertising firm. Mr. Peles
was the driving force behind the move, which resulted in annual
revenue of USD $50,000,000 for DMG.
Mr. Peles combines deep understanding of the digital advertising
and Ad-Tech sector, including hands-on experience, with broad
managerial, sales and business development background. Prior to his
career in digital advertising, Mr. Peles served as Major in an
elite unit of the combat engineering troops of the Israel Defence
Forces. Mr. Peles currently serves as an active consultant to
various organizations in the fields of digital advertising and
technology as well as innovation and business development.
Sophie Galper-Komet,
Proposed Director
Sophie Galper-Komet is a seasoned
and highly motivated executive, financial expert and strategy
consultant, with broad experience in the corporate, public, and
start-up arenas. Sophie possesses over 20 years of experience
working in various capacities in the capital markets and private
equity sectors, and has expertise in developing diverse funding
solutions for corporations, including initial public offerings,
bond offerings, mergers and acquisitions and private equity
solutions. Ms. Galper-Komet has been intimately involved with
several mature and public companies as well as high-tech start-up
ventures. Since the beginning of 2019, Ms. Galper-Komet has served
as Chief Operating Officer of a private real estate investment
company. Prior to this role, she served as the principal and owner
of Business Scope International, a private consultancy firm focused
on corporate strategy, funding solutions, business development,
investment relations, and corporate governance services for an
array of corporate clients. In addition, Ms. Galper-Komet's
experience and past activities range from financial research
through investor relations to business development and investment
banking in a variety of industries. She has served on the board of
directors of numerous public companies and financial institutions,
both on the TSX and Tel Aviv Stock exchanges, including serving
several stints as the chair of several board committees. In
addition to the foregoing, Ms. Galper-Komet has served on the
advisory boards of numerous tech companies.
Ahmed Kawasmi, Proposed VP,
Research and Development (R&D)
Ahmed Kawasmi is a senior
Software engineer with B.Sc degree in Software engineering form the
Jerusalem College of
Engineering. Mr. Kawasmi has more than 13 years of experience
in the hi-tech sector, both as full-stack developer and R&D
manager. Mr. Kawasmi began his career as full-stack develop at
Alfabetic, where he developed a machine-learning multilingual
translation tool which used to create cross-lingual ad
network, allowing publishers to monetize their content across the
language barrier. Alfabetic was later acquired by WhiteSmoke, a
market leader in English correction tools. Through his extensive
work with many media and technology companies, Mr. Kawasmi brings a
wealth of experience to SuperBuzz in the web development, ad
networks, CRM, CMS development sectors.
Alexander Naydenko, Proposed Chief Technology
Officer
Alexander Naydenko is a Software Expert and System Architect
with almost 20 years of experience in a wide variety of IT
projects, from tiny smart bulbs to super-computing and
continent-wide electric grid management infrastructure deployments.
Mr. Naydenko began his career in 2001 as a Linux System Engineer.
In 2006, Mr. Naydenko joined Corpus Technologies, and
assisted in the development of one of the first ML-assisted
translation frameworks in the world. The project was sold to PROMT
and became the foundation of one of the first translation platforms
in the world based on machine learning. In 2011 Mr. Naydenko
founded a software development company, UniCenter LLC, which
developed software applications used by millions of people across
the globe – including applications used in the smart mobility and
carsharing, computer vision security technology, electronic medical
record management systems, e-learning, GSM carriers, online ad
traffic management, healthcare, e-commerce and in one of the
largest media archives in the world. Mr. Naydenko is an
unprecedented source of expertise in all aspects of modern software
development, machine learning and operation efficiency. Mr.
Naydenko joined SuperBuzz in 2019 to improve performance and
efficiency of SuperBuzz's various applications.
Netta Lev Sadeh, Chief
Revenue Officer
Netta Lev Sadeh is a digital
media expert with 20 years of experience in business development,
sales, executive management, and online operations. Ms. Sadeh has
held many leading roles in startups and organizations. Throughout
all of her roles, ranging from Vice President of Sales to Vice
President of Business Development and Chief Executive Officer of a
digital media company, Netta has been consistently focused on
enhancing the business for excellence. Ms. Sadeh specializes in
pitch coaching, business storytelling, building sales teams,
crafting GTM strategies, and generating sustainable growth. Netta
also volunteers as a mentor in several programs for entrepreneurs.
Netta has a B.A. in Business Administration from the College of
Management and a Master of Laws from Bar-Ilan
University.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool
company is required by the TSXV under Policy 2.2, unless exempt in
accordance with said policy. CBX is currently reviewing the
requirements for sponsorship and intends to apply for an exemption
from the sponsorship requirements pursuant to the policies of the
TSXV, however, there is no guarantee that CBX will ultimately
obtain an exemption. CBX intends to include any additional
information regarding sponsorship in a subsequent press
release.
Further Information
All information contained in this news release with respect to
CBX and SuperBuzz was supplied by the parties respectively, for
inclusion herein, and each party and its directors and officers
have relied on the other party for any information concerning the
other party.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and, if
applicable, pursuant to the requirements of the TSXV, 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. Trading in the securities
of a capital pool company should be considered highly
speculative.
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 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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains "forward-looking statements"
within the meaning of applicable securities laws. All statements
contained herein that are not clearly historical in nature may
constitute forward-looking statements.
Generally, such forward-looking information or
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or may contain
statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "will continue", "will occur"
or "will be achieved". The forward-looking information and forward-
looking statements contained herein include, but are not limited
to, statements regarding: the terms and conditions of the
Transaction; the ability of parties to enter into the
Definitive Agreement; the terms and conditions of the Financing;
the ability of SuperBuzz to complete the Financing; the listing of
the Company as a Technology Issuer; the ability of the parties to
obtain the requisite board and shareholder approval in respect of
the Transaction; the change of CBX's name to "SuperBuzz Inc."; the
ability of SuperBuzz to rely on the exemptions contained in MI
61-101; the viability of SuperBuzz's technology; the ability of
SuperBuzz to provide the audited and interim financial statements;
the ability of parties to reconstitute the board of directors of
the Resulting Issuer; SuperBuzz's intention to apply for an
exemption with respect to the sponsorship requirements; the use of
funds; the ability of the parties to submit a non-offering
prospectus; and the business and operations of the Resulting Issuer
after the proposed Transaction.
Forward-looking information in this news release are based on
certain assumptions and expected future events, namely: the ability
of the Company and SuperBuzz to continue as going concerns; the
Company's and SuperBuzz's respective abilities to obtain
shareholder, regulatory and board of director approval to enter
into the Definitive Agreement; no changes to the policies of the
TSXV; continued political and military stability in Israel; and the completion of satisfactory due
diligence.
These statements involve known and unknown risks,
uncertainties and other factors, which may cause actual results,
performance or achievements to differ materially from those
expressed or implied by such statements, including but not limited
to: the potential inability of the Company to continue as a going
concern; the risks associated with the technology industry in
general; increased competition; the potential future unviability of
SuperBuzz's technology; incorrect assessment of the value and
potential benefits of the Transaction; risks associated with the
Company's potential inability to attain board, shareholder and/or
regulatory approval with respect to the Definitive Agreement and
Transaction; the inability of parties to enter into
the Definitive Agreement; the inability of SuperBuzz to fulfill the
terms and conditions of the Financing; the inability of SuperBuzz
to complete the Financing; the inability of the Company to list as
a Technology Issuer; the inability of the parties to obtain the
requisite board and shareholder approval in respect of the
Transaction; the inability of the Company to change its name to
"SuperBuzz Inc."; the ability of SuperBuzz to rely on the
exemptions contained in MI 61-101; the viability of SuperBuzz's
technology; the ability of SuperBuzz to provide the audited and
interim financial statements; the inability of the parties to
reconstitute the board of directors of the Resulting Issuer;
SuperBuzz's inability to obtain an exemption with respect to the
sponsorship requirements; the inability of the parties to complete
and submit a non-offering prospectus within the required timeline;
and the risks with respect to the political and military
instability in Israel.
Readers are cautioned that the foregoing list is not
exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are placed will occur. 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 news release are
expressly qualified by this cautionary statement and reflect the
Company's expectations as of the date hereof and are subject to
change thereafter. The Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, estimates or opinions, future events or results or
otherwise or to explain any material difference between subsequent
actual events and such forward-looking information, except as
required by applicable law.
SOURCE Cross Border Capital I Inc.