CBX.P Cross Border Capital I Inc

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TORONTO, Feb. 18, 2022 /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"). SuperBuzz, CBX and the shareholders of SuperBuzz entered into a securities exchange agreement (the "Definitive Agreement") which was negotiated at arm's length and is effective as of January 6, 2022.

The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV"), and standard closing conditions, including the conditions described below.

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 (each, a "CBX Share") of CBX is halted at present. It is unlikely that the CBX Shares 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, 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.

Pre-Closing Capitalization of CBX and SuperBuzz

As of the date hereof, CBX has 5,000,000 CBX Shares issued and outstanding, 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 has, exclusive of the securities issued in the Concurrent Offering (as defined herein), as of the date hereof, (a) 4,358,054 ordinary shares (each, a "SuperBuzz Share") issued and outstanding, (b) 458,615 restricted stock units ("RSUs"), and (c) simple agreements for future equity ("SAFEs") having an aggregate principal amount of $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.

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.

Following completion of the Concurrent Offering, the Transaction will result in CBX issuing 22,479,044 CBX Shares to the current SuperBuzz Shareholders, 5,494,740 CBX Shares to the subscribers under the Concurrent Offering and 1,216,228 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, 34,085,987 CBX Shares will be outstanding. The former SuperBuzz Shareholders (excluding holders of securities in the Concurrent Offering) will own approximately 70% of the CBX Shares, current CBX shareholders will hold appropriately 15% of the CBX Shares, and the purchasers under the Concurrent Offering will hold approximately 15% of the CBX Shares. Accordingly, the Transaction will constitute a reverse takeover of CBX. 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's Financial Data

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

Nahum 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

Tzafrir 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. Ms. Galper-Komet is a current director and the Chief Financial Officer of the Company. In addition to the foregoing, Ms. Galper-Komet has served on the advisory boards of numerous tech companies.

Steven Glaser

Steven Glaser is a financial service executive with a diverse background in corporate finance, communications and governance for private and public companies. He is currently the Chief Operating Officer, Chief Financial Officer and Director at Pool Safe Inc., a company that designs, develops and distributes globally a product known as the "PoolSafe". In addition to his role at Pool Safe, Mr. Glaser also sits on the board of multiple Canadian listed public companies. From 2008 through 2017, Mr. Glaser worked in the corporate finance and investment banking arena, focusing on assisting late stage private and early stage public companies with strategic planning and capital raising. Prior to that, Mr. Glaser spent seven years as Vice President Corporate Affairs of Azure Dynamics Corporation. He was responsible for the company's corporate governance, its domestic and international stock exchange listings, as well as the build-out of the company's investor relations division. Mr. Glaser holds a Bachelor of Administrative Studies degree as well as an M.B.A. in finance.

Ahmed Kawasmi, Proposed Vice President of Research and Development

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 a 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, Proposed 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.

Grant Duthie, Proposed Corporate Secretary

Grant Duthie is a Partner at Garfinkle Biderman LLP, where he focuses on securities, corporate finance and mergers and acquisitions. He acts for private and publicly traded companies, underwriters and dealers in both private and public offerings of debt and equity securities, mergers, and acquisitions. Mr. Duthie holds a J.D. from the University of Western Ontario.

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.

Concurrent Offering

SuperBuzz has closed a brokered private placement (the "Concurrent Offering") of (a) subscription receipts ("Subscription Receipts") of SuperBuzz at a price of $0.40 per Subscription Receipt for aggregate gross proceeds of $2,197,896 and (b) units of SuperBuzz ("Units") at a price of $2.05 per Unit for aggregate gross proceeds of $100,000. The Concurrent Offering was completed pursuant to the terms of an agency agreement dated February 17, 2022 (the "Agency Agreement") among SuperBuzz, Amuka Capital Corp., (the "Agent") and CBX.

The Concurrent Offering was completed in connection with the Transaction. Each Subscription Receipt will automatically convert into one (1) underlying unit of SuperBuzz ("Underlying Unit"). Each Underlying Unit is comprised of one (1) Split SuperBuzz Share and one whole warrant (each, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder thereof to purchase one (1) Split SuperBuzz Share at a price of $0.60 per Split SuperBuzz Share for a period of 24 months from the date on which certain standard escrow release conditions are satisfied. Each Unit is comprised of one SuperBuzz Share and one (1) whole warrant ("Warrant"). Each Warrant entitles the holder to acquire one (1) SuperBuzz Share at a price of $3.08 per SuperBuzz Share for a period of 24 months from the date of issuance.

As compensation, the Agent was paid a cash commission of $39,957.92. In addition, cash commissions were paid to certain Israeli finders: (a) Roee Eizanman was paid a cash commission of $24,000, (b) Smadar Avisror was paid a cash commission of $1,600. Upon closing of the Transaction, CBX will issue to the Agent 92,395 compensation options ("Compensation Options"). Each Compensation Option entitles the holder to acquire one (1) unit of the Resulting Issuer at an exercise price of $0.40 for a period of 24 months following the satisfaction of certain escrow release conditions. In addition, CBX will issue securities to certain Israeli finders: (a) Roee Eizanman will be issued 60,000 restricted stock units of the Resulting Issuer ("Resulting Issuer RSUs"), (b) Nahum Segal will be issued 116,563 Resulting Issuer RSUs and 116,563 common shares of the Resulting Issuer ("Resulting Issuer Shares"), (c) Ariel Katz will be issued 20,975 Resulting Issuer Shares and 20,975 common share purchase warrants of the Resulting Issuer, and (d) Smadar Avisror will be issued 4,000 Resulting Issuer RSUs.

The aggregate gross proceeds of the Subscription Receipts will be subject to escrow pending the closing of the Transaction or the termination of the Definitive Agreement.

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.

Annual and Special Meeting of CBX

The Company held its annual and special meeting of shareholders (the "Meeting") on Monday, February 7, 2022. All matters submitted for approval as set out in detail in CBX's management information circular (the "Circular") dated January 6, 2022 were approved. In particular, the following matters received shareholder approval:

1. The election of the Company's directors and post-Transaction directors;
2. The appointment of the auditors of CBX and the auditors of the Company upon the completion of the Transaction; and
3. The special resolution approving the amendment of the articles of CBX to change the name of the Company to "SuperBuzz Inc." upon completion of the Transaction.

In addition to the above, the majority of disinterested shareholders of the Company who voted at the Meeting voted in favor of the following matters:

1. Removal of the potential consequences associated with the Company failing to complete a qualifying transaction within 24 months after its listing date in accordance with the changes to the TSX Venture Exchange Policy 2.4 (the "CPC Policy");
2. Approving amendments to the Company's escrow agreements in accordance with the recent changes to the CPC Policy;
3. Approval to obtain shareholder approval to pay any finders' fee or commission to a Non-Arm's length Party to the Company upon completion of the Transaction;
4. Approving amendments to the Company' stock option plan in accordance with the recent changes to the CPC Policy; and
5. Approval of a new omnibus equity incentive plan of the Company conditional on and effective upon completion of the Transaction.

Please refer to the Company's Circular for further details with respect to the amendments in accordance with the CPC Policy.

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 terms and conditions of the Definitive Agreement; 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 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 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; the inability of SuperBuzz to fulfill the terms and conditions of the Concurrent Offering; the inability of the Company to list as a Technology Issuer; the inability of the parties to obtain the requisite board and shareholder approval and/or regulatory 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.