Message Notify Ltd completed the acquisition of Cross Border Capital I Inc. (TSXV:CBX.P) in a reverse merger transaction.
The transaction is subject to completion of satisfactory due diligence, execution of a definitive agreement, receipt of regulatory approvals, acceptance of the proposed transaction as CBX's Qualifying Transaction by the TSXV, receipt of all necessary third party consents, Lock-Up Agreements shall have been entered into, a minimum of CAD 100,000 of cash on the Closing Date, receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV, approval of the directors of each of CBX and SuperBuzz, SuperBuzz will close the financing for gross proceeds of a minimum of CAD 2 million on or before November 30, 2021. CBX is not required to obtain shareholder approval for the transaction. However, shareholders of CBX are required to approve 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. The shareholders meeting of CBX is scheduled on February 7, 2022. On February 7, 2022, all matters submitted for approval at annual and special meeting of shareholders of CBX were approved. On February 17, 2022, SuperBuzz has closed a brokered private placement of subscription receipts of SuperBuzz for CAD 0.40 per subscription receipt for aggregate gross proceeds of CAD 2.2 million and units of SuperBuzz at a price of CAD 2.05 per unit for aggregate gross proceeds of CAD 0.1 million. As of June 9, 2022, CBX has received conditional acceptance from the TSX Venture Exchange (the TSXV). CBX and SuperBuzz have satisfied all escrow release conditions under SuperBuzz's previously announced brokered private placement of subscription receipts (the Subscription Receipt Financing).
Jason A. Saltzman of Gowling WLG (Canada) LLP acted as legal advisor to Cross Border. Grant Duthie of Garfinkle, Biderman LLP acted as legal advisor to SuperBuzz. Atir Jaffe of Pearl Cohen Zedek Latzer Baratz LLP acted as legal advisor to SuperBuzz. TSX Trust Company acted as transfer agent and registrar to Cross Border Capital I Inc.
Message Notify Ltd (SuperBuzz) completed the acquisition of Cross Border Capital I Inc. (TSXV:CBX.P) in a reverse merger transaction on July 7, 2022. 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 and CBX changed its name to SuperBuzz Inc.. Trading in the Company's common shares on the TSX-V Exchange is expected to commence at market open on July 14, 2022.