CROSS BORDER CAPITAL I INC. ANNOUNCES SECURITIES EXCHANGE AGREEMENT WITH MESSAGE NOTIFY LTD. D/B/A SUPERBUZZ

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.

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