SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) Announces Completion of Qualifying Transaction with Message Notify Ltd. d/b/a SuperBuzz
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TORONTO, July 7, 2022 /CNW/ - SuperBuzz Inc. (TSXV: SPZ) (the "Company", formerly Cross Border Capital I Inc.) ("CBX") (TSXV: CBX.P), is pleased to announce that it completed its previously announced acquisition of all of the issued and outstanding securities of Message Notify Ltd. d/b/a SuperBuzz ("Private SuperBuzz"), resulting in SuperBuzz becoming a wholly owned subsidiary of the Company ("Transaction"). In connection with the Transaction, SuperBuzz effected a share split of its ordinary shares on the basis of 5.1313 post-split shares for each one pre-split share (the "Share Split") and CBX changed its name to "SuperBuzz Inc." The Transaction will constitute as CBX's "Qualifying Transaction" ("QT") pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange") and the Company will carry on the business of SuperBuzz.
The Exchange issued its conditional approval of the QT on June 9, 2022. The Company's common shares (the "Common Shares") will resume trading on the Exchange under the new ticker symbol "SPZ", subject to satisfaction of the Exchange's final conditions for listing and the Exchange issuing its final exchange bulletin confirming the completion of the QT. A subsequent press release will be disseminated once trading is resumed on the Exchange. For shareholders of SuperBuzz, the Company expects that TSX Trust Company of Canada, the registrar and transfer agent of the Company, will deliver the DRS statements to the delivery addresses provided to the Company.
The focus of the Company's business going forward will be to assume Private SuperBuzz's business of owning and operating a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns across mobile and desktop platforms. Additional information in respect of the Company's business is available in its final non-offering prospectus dated June 16, 2022 (the "Prospectus"), which is available under the Company's SEDAR profile at www.sedar.com.
Pursuant to the terms of a securities exchange agreement dated January 6, 2022 (the "Securities Exchange Agreement"), CBX acquired all of the issued and outstanding Private SuperBuzz ordinary shares by way of a securities exchange and exchanged all warrants and restricted stock units ("RSUs") of SuperBuzz for equivalent warrants and RSUs of the Company. The terms of the Securities Exchange Agreement are described in more detail in the press release of the Corporation dated January 6, 2022, and available on SEDAR at www.sedar.com. Upon closing of the Transaction, the Company has 34,641,860 Common Shares issued and outstanding and 9,382,215 Common Shares reserved for issuance. The Common Shares reserved for issuance include 6,158,420 warrants, 460,000 stock options, and 2,763,795 RSUs. The former shareholders of Private SuperBuzz (exclusive of the former holders of the Subscription Receipts and as defined in the Company's press release dated February 18, 2022) will hold approximately 68.59% of the Common Shares, the former holders of the Subscription Receipts will hold approximately 16.98% of the Common Shares, and former shareholders of CBX will hold appropriately 14.43% of the Common Shares.
The principals of the Company and certain shareholders of the Company collectively hold 13,045,473 Common Shares and 1,183,257 RSUs, all of which are subject to a Tier 2 Surplus Security Escrow Agreement pursuant to the policies of the Exchange. As part of corrective disclosure with regard to discrepancies contained in the Prospectus, the Company wishes to clarify that an additional 2,334,742 Common Shares issued to non-principals of the Company are subject to Seed Share Resale Restrictions, for an aggregate total of 5,389,340 Common Shares held by non-principals of the Company being subject to a Tier 2 Value Security Escrow Agreement.
In connection with the completion of the Qualifying Transaction, the Company is pleased to announce that its board of directors is as follows: Liran Brenner (Non-Independent), Nahum Segal (Non-Independent), Dror Erez (Non-Independent), Tzafrir Peles (Independent), Sophie Galper-Komet (Independent), and Steven Glaser (Independent). The independent Audit Committee of the Company will be comprised of Sophie-Galper Komet (Chair), Nahum Segal, Tzafrir Peles, and Steven Glaser.
In addition, the Company is pleased to announce its executive management team as follows:
- Liran Brenner – Founder and Chief Executive Officer
- Igor Kostioutchenko – Chief Financial Officer
- Ohad Avraham Alon – Chief Technology Officer
- Netta Lev Sadeh – Chief Revenue Officer
Dror Erez, a director of the Resulting Issuer held 8,006,213 ordinary shares of Private SuperBuzz prior to completion of the QT. Upon completion of the QT, Mr. Erez now beneficially owns and has control over 8,006,213 Common Shares representing approximately 23.11% of the issued and outstanding Resulting Issuer Shares.
Mr. Erez acquired his shareholdings for investment purposes. Mr. Erez may increase or reduce his investments in the Resulting Issuer according to market conditions or other relevant factors.
The foregoing disclosure regarding Mr. Erez's holdings is being disseminated pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the report to be filed with Canadian securities regulators in connection with the acquisition of these securities can be obtained under the Corporation's profile on the SEDAR website (www.SEDAR.com) or by contacting Grant Duthie at 416-869-1234.
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 fraudulent activity. Private SuperBuzz is a private company that was incorporated under the laws of Israel on January 10, 2018 and is a wholly owned subsidiary of the Company.
Investors are cautioned that, except as disclosed in the Prospectus 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 the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news 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.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the anticipated trading date of the Common Shares and the Company embarking to become the fastest growing and leading community of online video gamers. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals or any other factor that may arise. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Cross Border Capital I Inc.
For additional information please contact: SuperBuzz Inc., Liran Brenner, CEO and Director, [email protected], +972-3-566-3444
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