Message Notify Ltd (SuperBuzz) entered into of a Letter of Intent to acquire Cross Border Capital I Inc. (TSXV:CBX.P) for CAD 3.2 million in a reverse merger transaction on July 19, 2021. Message Notify Ltd entered into a securities exchange agreement to acquire Cross Border Capital I Inc. on January 6, 2022. Pursuant to the proposed transaction, it is currently intended that the outstanding common shares of CBX will be consolidated at a consolidation ratio to be determined by the parties. In conjunction with, and prior to the closing of the proposed transaction, SuperBuzz intends to complete a private placement offering of approximately CAD 2 million of subscription receipts. The former SuperBuzz Shareholders (excluding holders of the Subscription Receipts) will own approximately 70% of the CBX Shares, current CBX shareholders will hold appropriately 15% of the CBX Shares, and the purchasers under the financing will hold approximately 15% of the CBX Shares. Upon completion of the transaction, it is anticipated that the directors, officers and other insiders of the Resulting Issuer will consist of Liran Brenner, Chief Executive Officer & Director; Igor Kostioutchenko, Chief Financial Officer; Nahum Segal, Dror Erez, Tzafrir Peles, Steven Glaser and Sophie Galper-Komet as proposed Directors; Ahmed Kawasmi as proposed Vice President, Research and Development, Ohad Avraham Alon, Chief Technology Officer; Netta Lev Sadeh as Chief Revenue Officer and Grant Duthie as Corporate Secretary.

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.