CROSS BORDER CAPITAL I INC. ANNOUNCES CHANGES IN ORDER TO ADOPT AND ALIGN THE CORPORATION WITH THE UPDATED CPC POLICY

TORONTO, Dec. 14, 2021 /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"), is pleased to announce that pursuant to the amendments by the TSXV to its Capital Pool Company program and CPC Policy which became effective January 1, 2021 (the "Updated CPC Policy"), the Corporation intends to seek the requisite approval of its Shareholders to implement certain amendments to align its policies with the Updated CPC Policy.

Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual and the Updated CPC Policy.

In order to align the Corporation with the policies outlined in the Updated CPC Policy, the Corporation is required to obtain the approval of disinterested Shareholders on certain of the policy amendments. At the upcoming annual and special meeting of Shareholders to be held on February 7, 2022, the Corporation will be asking for the approval of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof on four separate ordinary resolutions addressing such policy amendments. These proposed amendments are described in further detail below.

1.	Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 months of Listing
Under the CPC Policy, there were certain consequences if a Qualifying Transaction was not completed within 24 months of the date the Corporation's common shares were listed on the TSXV. It faced the consequences of either (i) having Common Shares delisted or suspended from the TSXV, or (ii) subject to the approval of the majority of Shareholders, transferring the Common Shares to list on the NEX and cancelling certain seed Common Shares. Under the Updated CPC Policy, these consequences will be removed provided the Corporation obtains disinterested shareholder approval to do so.
At the Meeting, the Corporation will seek the approval from disinterested shareholders to approve the removal of such consequences.
2.	Replacement of the Corporation's Escrow Agreement
Under the CPC Policy, the Escrow Agreement entered into on December 22, 2020 imposed restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Corporation's IPO. Such securities were subject to restrictions on transfer until the competition of a Qualifying Transaction, after which such securities began to be released over a 36-month period. Under the Updated CPC Policy, the Corporation's escrowed securities may be subject to only an 18-month escrow release schedule.
At the Meeting, the Corporation will seek the approval from disinterested shareholders to enter into a new escrow agreement in the form as provided for under the Updated CPC Policy to replace and supersede the Corporation's current Escrow Agreement dated December 22, 2020 which will subject the Corporation's escrowed securities to only an 18-month escrow release schedule.
3.	Permit the Payment of a Finder's Fee to a Non-Arm's Length Party to the Corporation upon Completion of its Qualifying Transaction
Under the CPC Policy, a finder's fee could not be paid to a Non-Arm's Length Party to the Corporation. Under the Updated CPC Policy, the Corporation may seek disinterested shareholder approval to permit payment of a finder's fee to a Non-Arm's Length Party to the Corporation.
At the Meeting, the Corporation will seek the approval from disinterested shareholders to permit payment of a finder's fee to a Non-Arm's Length Party to the Corporation.
4.	Amend the Corporation's Stock Option Plan
Under the CPC Policy, the total number of common shares (the "Shares") reserved for issuance under the Corporation's stock option plan (the "Plan") is limited to 10% of the shares of the Corporation outstanding as at the closing of the Corporation's initial Public Offering. Under the Updated CPC Policy, the Corporation may seek disinterested shareholder approval to allow for the total number of Shares of the Corporation reserved for issuance under the Plan to be 10% of Shares outstanding as at the date of grant of any stock option.

At the Meeting, the Corporation will seek the approval from disinterested shareholders to amend the Corporation's Stock Option Plan to increase the limit of Shares available for issuance under the Plan to 10% of the Shares outstanding as at the date of grant of any stock option.

The proposed amendments are described in further detail in the Management Information Circular of the Corporation, which will be mailed to shareholders and filed on SEDAR on or before the prescribed mailing date. The proposed amendments remain subject to the final approval of the TSXV.

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 news release contains "forward-looking information" within the meaning of applicable Canadian securities laws regarding CBX and its business. Forward-looking information includes, but is not limited to, the approval of disinterested Shareholders of matters under the Updated CPC Policy at the Annual and Special Meeting of Shareholders and the completion of a Qualifying Transaction. 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. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to obtaining the necessary approvals of the Shareholders and the TSXV. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

Yaniv Bresler, Chief Executive Officer, Cross Border Capital I Inc., Telephone: [phone], Email: [email protected]