TORONTO, Jan. 6, 2022 /CNW/ - Cross Border Capital I Inc.
(TSXV: CBX.P) (the "Corporation" or "CBX"), a capital
pool company ("CPC") pursuant to Policy 2.4 – Capital
Pool Companies ("CPC Policy") of the TSX Venture
Exchange (the "TSXV"), announced today that, further to its
news release dated July 20, 2021,
that the Corporation has entered into a securities exchange
agreement with Message Notify Ltd. d/b/a SuperBuzz
("SuperBuzz") and the shareholders of SuperBuzz (the
"SuperBuzz Shareholders") dated January 6, 2022 (the "Exchange
Agreement"). The Exchange Agreement is in respect of a reserve
takeover transaction and qualifying for listing on the TSXV,
pursuant to which CBX will acquire all of the issued and
outstanding shares of SuperBuzz ("SuperBuzz Shares") and the
SuperBuzz Shareholders will in the aggregate then own a sufficient
number of shares of the Corporation ("CBX Shares") so as to
exercise control over CBX (the "Proposed Transaction"). It
is anticipated that the Proposed Transaction will constitute a
qualifying transaction of CBX in accordance with the CPC Policy.
The Corporation following the completion of the Proposed
Transaction is referred to as the "Resulting Issuer".
TERMS OF THE EXCHANGE AGREEMENT
The Exchange Agreement provides that the Corporation will
acquire all of the SuperBuzz Shares issued and outstanding at the
Closing Time (as defined in the Exchange Agreement), on a 1:1
basis. Each SuperBuzz Shareholder will receive one CBX Share in
consideration for each SuperBuzz Share, in accordance with the
terms and conditions of the Exchange Agreement (the "Share
Exchange"). The following SuperBuzz Shares are issued and
outstanding as of the date of this press release: 4,358,054 of
SuperBuzz Shares.
Prior to the Share Exchange, SuperBuzz will consolidate the
issued and outstanding SuperBuzz Shares by the split of SuperBuzz
Shares on the basis of one pre-split SuperBuzz Share for 5.1313
post-split SuperBuzz Shares (the "Adjustment"). In addition,
SuperBuzz intends to complete a brokered private placement offering
of a minimum of 5,000,000 SuperBuzz Subscription Receipts (as
defined in the Exchange Agreement) at a price of $0.40 per Subscription Receipt, for gross
proceeds of a minimum of $2,000,000
(the "Private Placement"). Furthermore, the Exchange
Agreement provides that these SuperBuzz Subscription Receipts will
each be exercisable into one SuperBuzz Share as well as one warrant
of SuperBuzz (a "SuperBuzz Warrant" and together with the
SuperBuzz Shares, a "Unit"). Each SuperBuzz Warrant will
have an exercise price of $0.60 per
SuperBuzz Share, post-Adjustment, and may be exercised at any time
on or before the 24-month anniversary of its issuance.
At the closing of the Proposed Transaction, each holder of a
Unit will be entitled to exchange it for shares and warrants of the
Resulting Issuer, in accordance with the terms and conditions of
the Exchange Agreement.
It is anticipated that the Resulting Issuer will continue the
business of SuperBuzz under the name of "SuperBuzz Inc." or such
other name as may be approved by the Corporation, SuperBuzz, and
the applicable regulatory authorities.
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.
CONDITIONS OF CLOSING
Closing of the Exchange Agreement will be subject to certain
conditions, including but not limited to: (a) receipt of all
constating documents and certificate of corporate existence from
CBX and SuperBuzz; (b) CBX to satisfy the minimum listing
requirements set out in the TSXV Policy 2.2 – Sponsorship and
Sponsorship Requirements; (c) receipt of all necessary
approvals of the boards of directors of CBX and SuperBuzz; (d)
receipt of all necessary third party consents; (e) CBX satisfying
the Initial Listing Requirements set by the TSXV for a Tier 2
Industrial Issuer; and (f) completion of a private placement by
SuperBuzz and the Adjustment.
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
Corporation dated October 29, 2020
filed on SEDAR at www.sedar.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements,
including statements about the Corporation's future plans; the
Corporation and SuperBuzz's intentions to complete the Proposed
Transaction; the completion of the Adjustment; the terms and
conditions of the Private Placement; the change of CBX's name to
"SuperBuzz Inc."; and the listing of the Corporation as a Tier 2
Industrial Issuer. Wherever possible, words such as "may", "will",
"should", "could", "expect", "plan", "intend", "anticipate",
"believe", "estimate", "predict" or "potential" or the negative or
other variations of these words, or similar words or phrases, have
been used to identify these forward-looking statements. These
statements reflect management's current beliefs and are based on
information currently available to management as at the date
hereof.
Forward-looking statements involve significant risk,
uncertainties and assumptions. Many factors could cause actual
results, performance or achievements to differ materially from the
results discussed or implied in the forward-looking statements.
These factors should be considered carefully and readers should not
place undue reliance on the forward-looking statements. Although
the forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions,
the Corporation cannot assure readers that actual results will be
consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this press
release, and the Corporation assumes no obligation to update or
revise them to reflect new events or circumstances, except as
required by law.
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.
SOURCE Cross Border Capital I Inc.