Cross Border Capital I Inc. Announces Qualifying Transaction with SuperBuzz
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").
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.
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.
Company Codes: TorontoVE:CBX.P
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