This prospectus does not constitute a public offering of any securities. No securities regulatory authority has expressed an opinion about any information contained herein and it is an offence to claim otherwise.

Non-Offering June 16, 2022

PROSPECTUS

CROSS BORDER CAPITAL I INC.

No securities are being offered pursuant to this prospectus (the "Prospectus"). This Prospectus is being filed with the British Columbia Securities Commission, Alberta Securities Commission, and Ontario Securities Commission to enable Cross Border Capital I Inc. (the "Company"), a capital pool company ("CPC") pursuant to Policy 2.4 – Capital Pool Companies (the "CPC Policy") of the TSX Venture Exchange Inc. (the "Exchange"), to complete its Qualifying Transaction as defined under the CPC Policy with Message Notify Ltd. d/b/a SuperBuzz ("SuperBuzz") (the "Proposed Qualifying Transaction"). Since no securities are being sold pursuant to this Prospectus, no proceeds will be raised pursuant to this Prospectus. All expenses in connection with the preparation and filing of this Prospectus will be paid by the Company and SuperBuzz from working capital.

The Company was formed as a CPC on June 30, 2020, and completed the initial public offering of the common shares of the Company ("Common Shares") on December 22, 2020. The Common Shares were listed for trading on the Exchange on December 24, 2020. The Company's business has been restricted to the identification and evaluation of assets and businesses in connection with a potential Qualifying Transaction and, upon identifying and evaluating such opportunities, to negotiate an acquisition or participation subject to acceptance by the Exchange. The Company, SuperBuzz and the security holders of SuperBuzz entered into a securities exchange agreement on January 6, 2022 (the "Definitive Agreement") pursuant to which the Company will acquire all of the issued and outstanding securities of SuperBuzz. The Proposed Qualifying Transaction is intended to serve as the Company's Qualifying Transaction under the CPC Policy.

The Proposed Qualifying Transaction must be approved by the Exchange in accordance with the CPC Policy. Except as specifically contemplated in the CPC Policy, until completion of the Proposed Qualifying Transaction, the Company has not carried on and will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. As of the date of this Prospectus, the Common Shares are listed on the Exchange under the symbol "CBX-P". Trading of the Common Shares was halted on July 19, 2021, the date of the initial announcement of the Proposed Qualifying Transaction pursuant to the policies of the Exchange. At the time of the trading halt, the Common Shares were trading at a price of \$0.1450 per Common Share.

No underwriter has been involved in the preparation of this Prospectus or performed any review or independent due diligence of the contents of this Prospectus. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.

For greater certainty, neither the SuperBuzz Shares nor SuperBuzz Warrants underlying the Subscription Receipts; or the Resulting Issuer Shares and Resulting Issuer Warrants are being qualified by this Prospectus. This Prospectus is being filed by SuperBuzz and the Company for the sole purpose of satisfying Section 1.1(f) of the CPC Policy.

All capitalized terms not otherwise defined herein shall have the meaning ascribed to it in the "Glossary of Terms."

Neither the Exchange nor any securitiesregulatory authority has in any way passed upon the merits of the Proposed Qualifying Transaction described in this Prospectus.

An investment in securities of the Company or the Resulting Issuer should be considered highly speculative. There is no guarantee that an investment in the Company or the Resulting Issuer will earn any positive return in the short or long term. An investment in the Company or the Resulting Issuer is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. There are certain risk factors associated with an investment in the securities of the Company or the Resulting Issuer and with completion of the Proposed Qualifying Transaction and with respect to the Resulting Issuer's business. In reviewing this Prospectus, an investor should carefully consider the matters described in this Prospectus under the heading "The Resulting Issuer – Risk Factors".

The Company was only recently incorporated, does not own any ongoing business operations and has no assets other than cash and its listing on the Exchange. There is no assurance that the Company will successfully complete the Proposed Qualifying Transaction, or even if it does, that the business of the Resulting Issuer will be profitable or will succeed. Moreover, additional funds may be required to accomplish the business objectives of the Resulting Issuer, and the Resulting Issuer may not be able to obtain such financing or may not be able to raise sufficient funds. If future business activities of the Resulting Issuer are financed by the issuance of Resulting Issuer Shares from treasury, control of the Resulting Issuer may change and shareholders may suffer additional dilution. Holders of Resulting Issuer Shares may be unable to enforce Canadian statutory and civil remedies against non-residents.

Certain officers and directors of the Company and SuperBuzz reside outside of Canada. The persons named below have appointed an agent for service of process. Holders of securities in the Company and SuperBuzz are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Name of Officer	Title	Name and Address of Agent
Yaniv Bresler	Chief Executive Officer and Director of the Company	Gowling WLG 100 King Street W, Suite 1600, Toronto, Ontario, M5X 1G5
Liran Brenner	Chief Executive Officer and Director of SuperBuzz	Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9
Ohad Avraham Alon	Chief Technology Officer of SuperBuzz	Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9
Dror Erez	Director of SuperBuzz	Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9
Nahum Segal	Director of SuperBuzz	Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9
Beta Finance T.Y.S Ltd.	Valuator for SuperBuzz	Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9

The head and registered office of the Company is located at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5. The head and registered office of SuperBuzz is located at Levi Eshkol 63, Tel Aviv, Israel 6936195.

Page Page

GENERAL MATTERS 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 1
MARKET AND INDUSTRY DATA2
CURRENCY AND EXCHANGE RATE DATA2
PROSPECTUS SUMMARY4
THE COMPANY 13
BUSINESS OF THE COMPANY13
DIVIDENDS OR DISTRIBUTIONS14
SELECTED FINANCIAL INFORMATION OF THE COMPANY AND MD&A 14
DESCRIPTION OF SECURITIES17
CONSOLIDATED CAPITALIZATION17
PRIOR SALES 17
ESCROWED SECURITIES18
PRINCIPAL SECURITYHOLDERS19
DIRECTORS AND EXECUTIVE OFFICERS19
EXECUTIVE COMPENSATION24
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 26
LEGAL PROCEEDINGS AND REGULATORY ACTIONS27
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 27
AUDITORS, TRANSFER AGENTS AND

REGISTRARS27 MATERIAL CONTRACTS27
SUPERBUZZ 28
CORPORATE STRUCTURE28
BUSINESS OF SUPERBUZZ28
DIVIDENDS OR DISTRIBUTIONS38
SELECTED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS.38
DESCRIPTION OF SECURITIES39
CONSOLIDATED CAPITALIZATION40
OPTIONS TO PURCHASE SECURITIES40
PRIOR SALES 41
PRINCIPAL SECURITYHOLDERS41
DIRECTORS AND EXECUTIVE OFFICERS42
EXECUTIVE COMPENSATION44 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE

OFFICERS 46
AUDIT COMMITTEE AND CORPORATE GOVERNANCE 47
AUDITORS, TRANSFER AGENT AND REGISTRAR47
MATERIAL CONTRACTS OF SUPERBUZZ 47
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 48
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 48
RISK FACTORS 48
THE PROPOSED QUALIFYING TRANSACTION48
BUSINESS OF THE RESULTING ISSUER54
AVAILABLE FUNDS AND PRINCIPAL USES54
DIVIDENDS OR DISTRIBUTIONS57
DESCRIPTION OF SECURITIES57
OPTIONS TO PURCHASE SECURITIES57
PRO FORMA CONSOLIDATED CAPITALIZATION OF THE RESULTING ISSUER58
PRINCIPAL SECURITYHOLDERS59
DIRECTORS AND EXECUTIVE OFFICERS59
EXECUTIVE COMPENSATION64
AUDIT COMMITTEE AND CORPORATE GOVERNANCE 64
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 67
INTERESTS OF PROPOSED MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS67
ESCROWED SECURITIES67
RISK FACTORS 69
AUDITORS, TRANSFER AGENT AND REGISTRAR80
MATERIAL CONTRACTS OF RESULTING ISSUER80
EXPERTS81
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 81
OTHER MATERIAL FACTS 81
GLOSSARY OF TERMS81
SCHEDULE A87
SCHEDULE B88
SCHEDULE C89
CERTIFICATE OF THE COMPANY 90
CERTIFICATE OF SUPERBUZZ AND PROMOTER91

GENERAL MATTERS

Readers should rely only on the information contained in this Prospectus. We have not authorized any other person to provide you with additional or different information. If anyone provides you with additional or different or inconsistent information, including information or statements in media articles about the Company, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only as at its date. The Company's business, financial conditions, results of operations and prospects may have changed since that date.

Unless otherwise noted or the context indicates otherwise, "we", "us", "our", or the "Company" refers to Cross Border Capital I Inc. Certain capitalized terms and phrases used in this prospectus are defined in the "Glossary of Terms".

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains "forward-looking information" within the meaning of applicable Canadian securities legislation, with respect to the Company, SuperBuzz, and the Resulting Issuer. The forward-looking information included in this Prospectus is not based on historical facts, but rather on the expectations of the Company's management regarding the future growth of the Resulting Issuer, its results of operations, performance, business prospects, and opportunities. This Prospectus uses words such as "will", "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions to identify forward-looking information. Such forward-looking information reflects the current beliefs of the Company's management, based on information currently available to them.

Forward-looking statements contained in this Prospectus include, without limitation, statements about:

Completion of the Proposed Qualifying Transaction;
SuperBuzz's expectations regarding future growth, including SuperBuzz's ability to grow its business and increase its product offering to consumers, and the viability of SuperBuzz's business plan;
SuperBuzz's expectations about growth in the industry in which it operates and its ability to increase its market penetration;
SuperBuzz's anticipated cash needs and ability to obtain financing to support and expand its operations;
SuperBuzz's perception of its competitors, emerging competition in the industry and the associated risks;
SuperBuzz's ability to protect, maintain and enforce its intellectual property rights;
regulatory developments and the regulatory environment in which SuperBuzz operates;
anticipated trends and challenges in SuperBuzz's business and the market in which SuperBuzz operates; and
SuperBuzz's future financial and operating results.

Forward-looking statements are based on the reasonable assumptions, estimates, opinions and analyses of management made in light of its experience and perception of historical trends, current conditions, expected future developments and other factors management of the Company believes are appropriate, relevant and reasonable in the circumstances at the date that such statements are made. The Company has based the forward looking information in this Prospectus on various material assumptions, including: the Proposed Qualifying Transaction will be completed as contemplated; the Resulting Issuer will be profitable, and will be able to fund its operations with existing capital, and/or it will be able to raise additional capital to fund operations; the Company will be able to attract and retain key personnel; the Company will be successful in obtaining all necessary approvals from all applicable regulatory authorities, including the approval of the Exchange with respect to the Proposed Qualifying Transaction; the general business, economic, financial market, regulatoryand political conditions in which the Resulting Issuer operates will remain positive; the general regulatory environment will not change in a manner adverse to the business of the Resulting Issuer; the tax treatment of the Company and its subsidiaries will remain constant and the Company will not become subject to any material legal proceedings; the economy generally; competition, and anticipated and unanticipated costs. The Company cautions that the foregoing list of assumptions is not exhaustive.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results, performance or achievement could

differ materially from that expressed in, or implied by, any forward-looking information in this Prospectus, and, accordingly, investors should not place undue reliance on any such forward-looking information. Certain factors that may affect the future results, performance or achievements of the Company are summarized under the heading "Resulting Issuer - Risk Factors" in this Prospectus.

Further, any forward-looking information speaks only as of the date on which such statement is made and the Company undertakes no obligation to update any forward-looking information to reflect the occurrence of unanticipated events, except as required by law including applicable securities laws. New factors emerge from time to time and the importance of current factors may change from time to time and it is not possible for management of the Company to predict all of such factors, changes in such factors and to assess in advance the impact of each such factor on the business of the Resulting Issuer, respectively, or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information contained in this Prospectus.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus concerning SuperBuzz's industry and the markets SuperBuzz operates, including general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and management studies and estimates.

Unless otherwise indicated, our estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from SuperBuzz's internal research, and include assumptions made by SuperBuzz which SuperBuzz has advised the Company that it believes to be reasonable based on its knowledge of its industry and markets. SuperBuzz's internal research and assumptions have not been verified by any independent source, and neither the Company nor SuperBuzz has independently verified any third-party information. While the Company and SuperBuzz believe the market position, market opportunity and market share information included in this Prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of regarding the Resulting Issuer's future performance and the future performance of the industry and markets in which the Resulting Issuer is expected to operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading "Cautionary Statement Regarding Forward-Looking Information" and "Resulting Issuer - Risk Factors".

Forthe avoidance of doubt, nothing stated in this paragraph operatesto relieve the Company, Superbuzz or the Agent from liability for any misrepresentation contained in this Prospectus under applicable Canadian securities laws.

CURRENCY AND EXCHANGE RATE DATA

The financial information in respect of SuperBuzz is presented in United States dollars. The Company's audited financial statements and pro forma financial statements are presented in Canadian dollars. In this Prospectus, references to "\$" and "dollars" are to Canadian dollars and references to "US\$" are to United States dollars. Amounts are stated in Canadian dollars unless otherwise indicated.

Certain financial information contained in this Prospectus is disclosed in United States dollars or the Israeli New Shekel. The following table sets out, for the periods indicated, the high, low, and period-end indicative rates of exchange for US\$1.00 expressed in Canadian dollars as published by the Bank of Canada and NIS1.00 expressed in Canadian dollars.

	Period ended March 31, 2022 (US\$)	Year ended December 31, 2021 (US\$)	Year ended December 31, 2020 (US\$)
As at end of period	\$1.2496	\$1.2656	\$1.2732
Low for the period	\$1.2040	\$1.2040	\$1.2718
High for the period	\$1.2942	\$1.4496	\$1.4496
Average rate for the period	\$1.2667	\$1.2977	\$1.3415
	Period ended March 31, 2022	Year ended December 31, 2021	Year ended December 31, 2020
	2

(NIS\$)	(NIS)	(NIS)
NIS0.3915	NIS0.4061	NIS0.3962
NIS0.3668	NIS0.3678	NIS0.3718
NIS0.4139	NIS0.4131	NIS0.4065
NIS0.3902	NIS0.3881	NIS0.3899

PROSPECTUS SUMMARY

The following is a summary of certain information contained in this Prospectus, and should be read together with the more detailed information, financial data, and statements contained elsewhere in this Prospectus. Certain capitalized terms and phrases used in this prospectus are defined in the "Glossary of Terms".

The Company

The Company was incorporated by articles of incorporation under the Business Corporations Act (Ontario) (the "OBCA") on June 30, 2020. The Company is a CPC and completed its initial public offering ("Company's IPO") on the Exchange on December 22, 2020. The Company sold 3,000,000 Common Shares at a price of \$0.10 per Common Share pursuant to the Company's IPO, raising gross proceeds of \$300,000. The Common Shares are listed and traded on the Exchange under the symbol "CBX-P". Trading of the Common Shares was halted on July 19, 2021, the date of the initial announcement of the Proposed Qualifying Transaction pursuant to the policies of the Exchange. The registered and head office of the Company is located at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5.

The principal business of the Company is the identification and evaluation of assets or businesses, with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange in accordance with the CPC Policy. The Company has not commenced commercial operations and has no assets other than a minimum amount of cash and its listing on the Exchange. Except as specifically contemplated in the CPC Policy, until completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of assets and businesses with a view to completing a Qualifying Transaction and, upon identifying and evaluating such opportunities, to negotiate an acquisition or participation subject to acceptance by the Exchange. See "The Company – Business of the Company".

SuperBuzz

SuperBuzz was incorporated under the Companies Law, 1999 (Israel) on January 10, 2018. SuperBuzz's registration number is 515773059, and hasitsregistered and head office address at Levi Eshkol 63, Tel Aviv, Israel 6936195.

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. See "SuperBuzz – Business of SuperBuzz".

The Proposed Qualifying Transaction

The Company has identified SuperBuzz as an appropriate target for the Company to acquire for the purpose of completing its Qualifying Transaction. The Proposed Qualifying Transaction will be completed pursuant to the Definitive Agreement, pursuant to which the Company will acquire all of the issued and outstanding SuperBuzz Shares, and all the other securities and rights to become shareholders, and SuperBuzz will become a wholly owned subsidiary of the Company. Completion of the Proposed Qualifying Transaction is subject to, among other things, prior satisfaction or waiver of a number of conditions, including the final Exchange acceptance of the Proposed Qualifying Transaction, and the satisfaction or waiver of the conditions in the Definitive Agreement.

Upon completion of the Proposed Qualifying Transaction, the Resulting Issuer is expected to meet the Exchange's minimum listing requirements for a Tier 2 technology issuer.

The Proposed Qualifying Transaction is intended to serve as the Company's Qualifying Transaction under the CPC Policy. The Proposed Qualifying Transaction does not constitute a Non-Arm's Length Qualifying Transaction pursuant to the definition of such term in the CPC Policy. However, Jared Adelstein, a director and shareholder of the Company who holds 100,000 Common Shares, is also the beneficial holder of 231,000 SuperBuzz Shares and is a dealing representative of the Agent, and, in such capacity, anticipates becoming the beneficial holder of 70% of the Compensation Warrants issued to the Agent. Mr. Adelstein declared his conflict of interest to the Company's board of directors and did not participate in the ultimate decision-making deliberations of the board of directors regarding the Proposed Qualifying Transaction. As such, the Proposed Qualifying Transaction is subject to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders In Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the Formal Valuation and Minority Approval (as such terms are defined under MI 61-101) requirements, respectively.

Securities Exchange

On January 6, 2022, the Company entered into the Definitive Agreement with SuperBuzz and the securityholders of SuperBuzz.

The Securities Exchange will effectively provide for the acquisition of all of the outstanding equity interests of SuperBuzz by the Company in a transaction in which the security holders of SuperBuzz will receive securities of the Resulting Issuer. As a result of the Securities Exchange, the Company will become the sole registered and beneficial owner of all of the outstanding securities of SuperBuzz and SuperBuzz will become a wholly-owned subsidiary of the Company.

See "The Proposed Qualifying Transaction – Securities Exchange" and "The Proposed Qualifying Transaction – Definitive Agreement."

SuperBuzz Split

As a condition to, the Securities Exchange, on March 24, 2022, SuperBuzz completed the split of the outstanding SuperBuzz Shares on the basis of 5.1313 Split SuperBuzz Shares for each one SuperBuzz Share.

See "The Proposed Qualifying Transaction – SuperBuzz Split" and "The Proposed Qualifying Transaction – Name Change."

Escrow

Upon completion of the Proposed Qualifying Transaction, and subject to the seed share resale rules of the Exchange, it is expected that the former holders of Common Shares and SuperBuzz Shares will hold freely tradable Resulting Issuer Shares, which will be listed on the Exchange, with the exception of certain insiders of the Company and principals of the Resulting Issuer, whose shares will be deposited in escrow pursuant to the terms of a CPC Escrow Agreement and Surplus Security Escrow Agreement, respectively. Certain holders of SuperBuzz RSUs will also be subject to a Surplus Security Escrow Agreement. All SuperBuzz Shareholders, aside from SuperBuzz Shareholders who purchased SuperBuzz Shares in the Private Placement, are subject to a lock-up agreement with the Company, prohibiting the sale, assignment or transfer of their SuperBuzz Shares or any Common Shares for a period of four (4) months following the Listing Date.

See "The Resulting Issuer – Escrowed Securities".

Business of the Resulting Issuer

The business of SuperBuzz will become the business of the Resulting Issuer under the name "SuperBuzz Inc." or such other name as may be approved by the Company Shareholders at the Company Meeting or as may be approved by the regulatory authorities.

Estimated Available Funds and Principal Uses

Upon completion of the Proposed Qualifying Transaction, including giving effect to the Securities Exchange, the estimated available funds of the Resulting Issuer is anticipated to be \$2,032,896, with an estimated working capital of \$125,000 and gross proceeds from the Private Placement of \$2,297,896. See the pro forma financial statements of the Resulting Issuer

included in this Prospectus under the heading "Financial Statements".

The Resulting Issuer intends to use its available funds to further the business objectives described in "The Resulting Issuer – Available Funds and Principal Uses – Business Objectives", principally including:

talent acquisition, including management and executive-level recruitment, in the following key areas: sales and business development, marketing, operations, and software development;
accelerating business development growth;
expanding product offerings; and
building brand awareness for SuperBuzz in its market.

The following table sets out the proposed principal uses of the funds by the Resulting Issuer, after giving effect to the Securities Exchange and accounting for the proceeds of the Private Placement.

Use of funds	Amount (USD\$)
	\$
Customer acquisition	244,091
Direct costs of servicing revenues	632,001
Research and development	180,001
Human capital expenditures	597,818
Administration and overhead	236,696
Unallocated	142,288
	2,032,896

The above uses of available funds are estimates only. Funds may be reallocated for sound business reasons. Funds that are not immediately committed will be invested in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, guaranteed obligations, and bank demand deposits.

The Resulting Issuer may require additional funds in order to fulfill all of its expenditure requirements to meet its objectives. There is no assurance that any additional funding required by the Resulting Issuer will be available on terms that are favorable to the Resulting Issuer, or at all. However, it is anticipated that the available funds will be sufficient to satisfy the Resulting Issuer's objectives over the 12 months following completion of the Proposed Qualifying Transaction.

See "The Resulting Issuer – Available Funds and Principal Uses".

Directors and Executive Officers of the Resulting Issuer

Subject to Exchange approval, on completion of the Proposed Qualifying Transaction, the following individuals will be the directors and/or officers of the Resulting Issuer.

Liran Brenner, Chief Executive Officer & Director

Liran Brenner is a senior Software engineer with more than 30 years of experience in developing, managing, and leading companies. Liran started his career in the hi-tech world at the age of 17, working as a software engineer and later joining ICQ, a world leader in instant messaging, which, in 1998, achieved a record number of 100M installations worldwide and was later sold to AOL for USD\$400M. Following ICQ, Liran founded WhiteSmoke, a market leader in English correction tools. In 2012, WhiteSmoke went public and attained more than 120M installations worldwide. Following WhiteSmoke, Liran developed and sold Unique RTB (Real-Time-Bidder) technology to one of Israeli's top AdTech providers. Liran founded SuperBuzz in 2018 in order to pioneer the development of autonomous marketing technology, with the vision of replacing the marketing team and harnessing the power of machine learning to achieve better than ever performance and revenues.

Igor Kostioutchenko, Chief Financial Officer

Igor has extensive experience providing controllership and CFO services to public and private enterprises. He is a CA, CPA, with extensive experience in advising organizations on financial reporting, mergers and acquisitions, restructuring, and public market offerings. Igor is proficient at applying IFRS, ASPE and U.S. GAAP frameworks and often contributes his expertise in various forms to specific standards bodies and regulators. He graduated with distinction from the University of Toronto's Rotman School of Management and articled with Deloitte LLP prior to founding his own public accounting practice. Igor is currently the Chief Financial Officer of Xigem Technologies Corporation (CNSX: XIGM).

Nahum Segal, Director

Nahum Segal serves as the CEO of the Segal Group, an investment firm with real estate holdings all over Europe, as well as investments in Israel's booming high-tech sector, based in Ramat Gan, Israel. Mr. Segal also serves as the chairman at Connections, an investment firm specializing in raising capital for Israel's high-tech sector. From 2015- 2020, Mr. Segal served as a director of Zikural, a premier financial services and lending company. Mr. Segal holds a bachelor's degree in business administration and a master's degree in Law from the College of Law and Business in Ramat Gan, Israel.

Dror Erez, Director

Dror Erez was the founder and CTO of Conduit, one of Israel's largest Internet companies. Prior to founding Conduit, Mr. Erez co-founded Effective–i, a learning system that categorized, organized, and delivered information to shorten search cycles within an enterprise. Mr. Erez currently advises start-up companies in the areas of AdTech, softwareas-a-service (SaaS), and cloud technologies. He holds a B.A. in Physics and Computers from Bar Ilan University.

Tzafrir Peles, Director

Tzafrir Peles graduated in 2000 with an MBA from the Zicklin School of Business, Baruch College, CUNY, in New York City. Since graduation, Mr. Peles has held various managerial positions in global digital advertising companies, including three successful stints as CEO of various companies. Mr. Peles was the co-Founder and co-CEO of DMG, where he led the spinoff of an online marketing team into a separate digital, technology focused advertising firm. Mr. Peles was the driving force behind the move, which resulted in annual revenue of USD \$50,000,000 for DMG. Mr. Peles combines deep understanding of the digital advertising and Ad-Tech sector, including hands-on experience, with broad managerial, sales and business development background. Prior to his career in digital advertising, Mr. Peles served as Major in an elite unit of the combat engineering troops of the Israel Defense Forces. Mr. Peles currently serves as an active consultant to various organizations in the fields of digital advertising and technology as well as innovation and business development.

Sophie Galper-Komet, Director

Sophie Galper-Komet is a seasoned and highly motivated executive, financial expert and strategy consultant, with broad experience in the corporate, public, and start-up arenas. Sophie possesses over 20 years of experience working in various capacities in the capital markets and private equity sectors, and has expertise in developing diverse funding solutions for corporations, including initial public offerings, bond offerings, mergers and acquisitions and private equity solutions. Ms. Galper-Komet has been intimately involved with several mature and public companies as well as high-tech start-up ventures. Since the beginning of 2019, Ms. Galper-Komet has served as Chief Operating Officer of a private real estate investment company. Prior to this role, she served as the principal and owner of Business Scope International, a private consultancy firm focused on corporate strategy, funding solutions, business development, investment relations, and corporate governance services for an array of corporate clients. In addition, Ms. Galper-Komet's experience and past activities range from financial research through investor relations to business development and investment banking in a variety of industries. She has served on the board of directors of numerous public companies and financial institutions, both on the TSX and Tel Aviv Stock exchanges, including serving several stints as the chair of several board committees. Ms. Galper-Komet is a current director and the Chief Financial Officer of the Company. In addition to the foregoing, Ms. Galper-Komet has served on the advisory boards of numerous tech companies.

Steven Glaser, Director

Steven Glaser is a financial service executive with a diverse background in corporate finance, communications and governance for private and public companies. He is currently the Chief Operating Officer, Chief Financial Officer and Director at Pool Safe Inc., a company that designs, develops and distributes globally a product known as the "PoolSafe". In addition to his role at Pool Safe, Mr. Glaser also sits on the board of multiple Canadian listed public companies. From 2008 through 2017, Mr. Glaser worked in the corporate finance and investment banking arena, focusing on assisting late stage private and early stage public companies with strategic planning and capital raising. Prior to that, Mr. Glaser spent seven years as Vice President Corporate Affairs of Azure Dynamics Corporation. He was responsible for the company's corporate governance, its domestic and international stock exchange listings, as well as the build-out of the company's investor relations division. Mr. Glaser holds a Bachelor of Administrative Studies degree as well as an M.B.A. in finance.

Ahmed Kawasmi, Vice President of Research and Development

Ahmed Kawasmi is a senior software engineer with B.Sc degree in software engineering form the Jerusalem College of Engineering. Mr. Kawasmi has more than 13 years of experience in the hi-tech sector, both as a full-stack developer and R&D manager. Mr. Kawasmi began his career as full-stack develop at Alfabetic, where he developed a machinelearning multilingual translation tool which used to create cross-lingual ad network, allowing publishers to monetize their content across the language barrier. Alfabetic was later acquired by WhiteSmoke, a market leader in English correction tools. Through his extensive work with many media and technology companies, Mr. Kawasmi brings a wealth of experience to SuperBuzz in the web development, ad networks, CRM, CMS development sectors.

Ohad Avraham Alon, Chief Technology Officer

Ohad Aloni is a Software Expert and Architect with a master degree in Computer Science from Brown University. With over 30 years of experience as a software developer, Software Architect and team leader, Mr. Aloni has extensive experience in Big Data AI analysis, Online Media Data Acquisition and analysis, start to finish software project development, and has also shared in the development of open source projects. He is the primary developer of the Ply Media Real Time Bidder (RTB), and the MVC (Model View Controller) Open Source Framework 'M'.

Netta Lev Sadeh, Chief Revenue Officer

Netta Lev Sadeh is a digital media expert with 20 years of experience in business development, sales, executive management, and online operations. Ms. Sadeh has held many leading roles in startups and organizations. Throughout all of her roles, ranging from Vice President of Sales, to Vice President of Business Development and Chief Executive Officer of a digital media company, Netta has been consistently focused on enhancing the business for excellence. Ms. Sadeh specializes in pitch coaching, business storytelling, building sales teams, crafting GTM strategies, and generating sustainable growth. Netta also volunteers as a mentor in several programs for entrepreneurs. Netta has a B.A. in Business Administration from the College of Management and a Master of Laws from Bar-Ilan University.

Grant Duthie, Corporate Secretary

Grant Duthie is a Partner at Garfinkle Biderman LLP, where he focuses on securities, corporate finance and mergers and acquisitions. He acts for private and publicly traded companies, underwriters and dealers in both private and public offerings of debt and equity securities, mergers, and acquisitions. Mr. Duthie holds a J.D. from the University of Western Ontario.

Private Placement

In connection with and as a condition of the Proposed Qualifying Transaction, SuperBuzz completed a Private Placement pursuant to the Agency Agreement of 5,494,740 Subscription Receipts at a price of \$0.40 per Subscription Receipt for aggregate gross proceeds of \$2,197,896.00 and 48,781 SuperBuzz Units at an issue price of \$2.05 per SuperBuzz Unit, for aggregate gross proceeds of \$100,000.

Pursuant to the terms of the Subscription Receipt Agreement, provided that the Subscription Receipt Conditions have been satisfied, each Subscription Receipt will automatically convert into one SuperBuzz Underlying Unit composed of one Split SuperBuzz Share and one SuperBuzz Warrant immediately before the Closing Time. If the Subscription Receipt Conditions are not satisfied within 120 days following the closing of the Private Placement, the Subscription Receipts will be cancelled, and the gross proceeds of the Private Placement will be returned to the holders of Subscription Receipts.

The Agent acted as SuperBuzz's agent to offer the Subscription Receipts for sale on a best-efforts basis. SuperBuzz will pay the Agent a cash commission equal of \$39,957.92 upon the satisfaction of certain escrow release conditions. In addition, the Agent will be issued 92,395 Compensation Warrants by the Company upon closing of the Qualifying Transaction. Certain Israeli finders will be paid cash commissions of an aggregate of \$25,600 and will be issued 180,563 SuperBuzz RSUs and 137,538 Split SuperBuzz Shares upon the satisfaction of certain escrow release conditions. 20,975 Resulting Issuer Warrants will be issued to one of the Israeli finders upon closing of the Qualifying Transaction.

The Resulting Issuer Shares and the Resulting Issuer Warrants received by purchasers of Subscription Receipts will not have any resale restrictions immediately after the Closing.

Connection to Canada

SuperBuzz's chief reason for seeking a public listing in general was to provide sufficient access to equity capital to allow SuperBuzz to grow its global footprint servicing small and medium sized clients that desire to grow and expand their own brand identity. SuperBuzz has considered various sources of private equity capital, but the terms were not attractive to SuperBuzz or its shareholders. There are very few capital pools that would invest in private Israeli companies and the new private equity investors would have likely required onerous control and/or cashflow rights that would restrain SuperBuzz's growth prospects, compared to equity capital sourced from public markets. In addition, management of SuperBuzz believes that, by becoming a public company, new sources of capital may become available, such as conventional debt financing, which could be helpful in lowering the Resulting Issuer's cost of capital. Accordingly, management believes that seeking a public listing would be in the best interests of SuperBuzz and its shareholders.

In deciding on the jurisdiction in which to complete a public listing, SuperBuzz considered a number of factors, including: i) the integrity of the capital markets in which the public listing is sought and the effectiveness of regulatory oversight, which will promote investor confidence; ii) investor appeal for both SuperBuzz's growth potential and positive cash flow track record; iii) investor appeal for Israel-based companies; iv) access to an investor base that understands the agricultural industry and agricultural technologies; v) access to an investor base that understands the growth opportunities for businesses that synergize with emerging legal cannabis markets; vi) a jurisdiction in which a potential market may exist for SuperBuzz's products and services, and where it may eventually establish operations; and vii) a jurisdiction with a robust small-cap public venture capital environment, with an experienced investor base, service providers and, through the capital pool program, regulatory regime established to support such issuers.

While SuperBuzz's business reach extends globally, the country that it is most significantly tied to is the State of Israel, as its mind and management currently resides in Israel. However, in the opinion of SuperBuzz's management, the Israeli public markets are simply not attractive for domestic small-cap issuers in the AdTech space as the environment for public venture capital is limited in Israeli public markets. SuperBuzz's management and their advisors considered other markets (including United States, United Kingdom and Australia), but it was considered that Canada was the market which best met the seven considerations listed above. SuperBuzz's decision to list in Canada was also significantly influenced by the existence of the capital pool program, which management of SuperBuzz considered to be an attractive method of becoming a public company, as well as the Exchange's ongoing business development efforts in the region, in particular, the introduction of a representative of the Exchange in Tel-Aviv and the annual Toronto Stock Exchange and TSX Venture Exchange economic mission to Israel.

SuperBuzz's interest in the Canadian capital markets was bolstered by the efforts of Amuka Capital, which has SuperBuzz's Agent in connection with the Private Placement. The Agent is an exempt market dealer that has acted as an financing agent with respect to the Private Placement.

All of these factors together resulted in management of SuperBuzz concluding that seeking a public listing through the Canadian capital markets would provide the greatest benefit and growth prospects for SuperBuzz and its shareholders.

See "The Proposed Qualifying Transaction – Private Placement".

On Closing, each Split SuperBuzz Share and SuperBuzz Warrant in connection with the Private Placement will be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, respectively. See "The Proposed Qualifying Transaction – Securities Exchange" and "– Definitive Agreement".

Interests of Insiders, Promoters and Control Persons

Jared Adelstein, a director and shareholder of the Company who holds 100,000 Common Shares, is also the beneficial holder of 231,000 SuperBuzz Shares and is a dealing representative of the Agent, and, in such capacity, anticipates becoming the beneficial holder of 70% of the Compensation Warrants issued to the Agent.

Arm's Length Qualifying Transaction

The Proposed Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction.

Pro Forma Consolidated Capitalization

The following table sets out the pro forma fully-diluted share capital of the Resulting Issuer:

	Amount authorized or to	Outstanding as at March 31,	Outstanding after giving effect to the Proposed Qualifying Transaction and the Private
Designation of security(1)	be authorized	2022	Placement(2)
Resulting Issuer Shares	Unlimited	5,000,000	34,641,860
Resulting Issuer Warrants	N/A	Nil	5,766,025(3)
Resulting Issuer Options(3)	3,446,129	460,000	460,000
Resulting Issuer RSUs	N/A	Nil	2,763,795(4)
Resulting Issuer Broker Warrants	N/A	300,000	392,395(5)

Notes

(1) Certain securities of the Resulting Issuer will be subject to escrow. See "The Resulting Issuer– Escrowed Securities".
(2) On a post-SuperBuzz Split basis.
(3) Includes 20,975 finders warrants issuable to Ariel Katz.
(4) Amount to be authorized under the Resulting Issuer Equity Incentive Plan. The aggregate number of Resulting Issuer Shares authorized for reservation pursuant to grants under the Resulting Issuer Equity Incentive Plan may not exceed 10% of the Resulting Issuer Shares. See "The Resulting Issuer – Options to Purchase Securities – Stock Option Plan".
(5) Includes unallocated RSUs of 693,855 reserved but not granted under the SuperBuzz Global Equity Incentive Plan.

Market for Securities

The Common Shares are listed on the Exchange under the trading symbol "CBX-P". Trading of the Common Shares was halted on July 19, 2021, the date of the initial announcement of the Proposed Qualifying Transaction pursuantto the policies of the Exchange. There is no public market for the SuperBuzz Shares.

No Proceeds Raised

This Prospectus is a non-offering prospectus prepared and filed in order to complete the Proposed Qualifying Transaction. No proceeds will be raised pursuant to this Prospectus.

Risk Factors

An investment in the Company or the Resulting Issuer following completion of the Proposed Qualifying Transaction involves a high degree of risk. There are risks inherent with completion of the Proposed Qualifying Transaction and with respect to the business of the Resulting Issuer. You should carefully consider the information in this Prospectus and the information set out under "The Resulting Issuer – Risk Factors".

Selected Financial Information of SuperBuzz

The following sets out selected unaudited financial information for SuperBuzz for the periods or as of the dates indicated. The selected financial information of SuperBuzz has been derived from the unaudited financial statements of SuperBuzz for the period ended March 31, 2022 and 2021, which are included in this Prospectus. See "Financial Statements". This summary financial information should be read in conjunction with, and is qualified in its entirety by, the SuperBuzz Financial Statements.

	March 31, 2022	March 31, 2021
Income statement data	(unaudited)	(unaudited)
	(USD\$)	(USD\$)
REVENUES	-	194,000
DIRECT COSTS	-	108,000
GROSS PROFIT	-	86,000
Research and development	46,000	48,000
Selling, general and administrative	248,000	63,000
Finance costs	(4,000)	(5,000)
NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	(290,000)	(20,000)

Basic and diluted loss per share	(0.013)	(0.002)
Weighted average number of ordinary shares	22,362,483	8,156,714

	March 31, 2022	March 31, 2021
Statement of financial position data	(unaudited)	(unaudited)
	(USD\$)	(USD\$)
Total assets	177,000	200,000
Total liabilities	744,000	693,000
Total shareholders' equity	(567,000)	(493,000)

SuperBuzz's MD&A for the period ended March 31, 2022 is included in Schedule "C." The MD&A should be read in conjunction with the SuperBuzz Financial Statements and related notes which have been prepared in accordance with IFRS. The SuperBuzz Financial Statements were prepared assuming that SuperBuzz will continue as a going concern, as SuperBuzz has incurred losses from operations since its inception.

Revenue Recognition Disclosure of SuperBuzz

SuperBuzz recognizes revenue from the following major sources: (i) Enterprise media services and (ii) Software as a service (enterprise and direct sales). Revenue is measured based on the consideration to which SuperBuzz expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. SuperBuzz recognizes revenue when it transfers control of a product or service to a customer.

(i) Enterprise media services

Under national advertising agreements with advertisers, SuperBuzz sources, creates, and places advertising campaigns that run across SuperBuzz's network of publisher sites. Advertising revenue, net of third-party costs, is shared with publishers based on their respective contractual agreements. SuperBuzz invoices advertising amounts due from advertisers and remits payments to publishers for their share. Depending on the agreement with the publisher, the obligation to remit payment to the publisher is based on either billing to the advertiser or the collection of cash from the advertiser. Advertising revenue is recognized in the period during which the ad impressions are delivered. SuperBuzz reports revenue earned through advertising agreements either on a net or gross basis. Under advertising agreements wherein, SuperBuzz does not bear inventory risk and only has credit risk on its portion of the revenue, national advertising revenues are accounted for on a net basis and the publisher is identified as the customer.

In select advertising agreements with its publishers, SuperBuzz takes on inventory risk and additional credit risk. Under these agreements, SuperBuzz either (i) provides the publisher with a guaranteed minimum gross selling price per advertising unit delivered, wherein the greater of the actual selling price or guaranteed minimum selling price is used in determining the publisher's share or (ii) provides the publisher with a fixed rate per advertising unit delivered, wherein the publisher is paid the fixed rate per advertising unit delivered irrespective of the actual selling price. Under these advertising agreements, advertising revenues are accounted for on a gross basis with the advertiser identified as the customer and the publisher identified as a supplier, with amounts billed to the advertiser reported as revenue and amounts due to the publisher reported as a revenue sharing expense, within expenses, as SuperBuzz has control over the service before it is transferred to the customer.

(ii) Software-as-a-service (enterprise and direct sales)

SuperBuzz enters into license agreements with customers for its content management system, video software, and mobile applications, data platform and an influencer marketing platform. These license agreements, generally non-cancellable, without paying a termination penalty, and multiyear, provide the customer with the right to use SuperBuzz's application solely on a Company-hosted platform or, in certain instances, on purchased encoders. The license agreements also entitle the customer to technical support.

Revenue from these license agreements is recognized ratably over the license term. Early termination fees are recognized when customer ceases use of agreed upon services prior to the expiration of their contract. These fees are recognized in full on the date the customer has completed their migration of SuperBuzz's solutions and there is no continuing service obligation to the customer.

SuperBuzz charges its customers for the optional use of its content delivery network to stream and store videos. The revenue is recognized as earned based on the actual usage because it has stand-alone value and delivery is in control of the customer. SuperBuzz also charges its customers for the use of its ad serving platform to serve ads under local advertising campaigns. SuperBuzz reports revenue as earned based on the actual usage.

(iii) Collection

SuperBuzz receives payment from its customers by way of (i) monthly payments for recurring subscriptions to the platform, and (ii) on a monthly basis after delivering the record of digital impressions for advertising to the customer. SuperBuzz is not obligated for refunds in its service offerings and does not warrant specific performance or have other customer obligations other than what is described above. Deferred revenue consists of customer advances for Company services to be rendered that will be recognized as income in future periods.

(iv) Unsatisfied performance obligations

The transaction price allocated to partially unsatisfied performance obligations as at December 31, 2021 is \$Nil (2020 – \$Nil). SuperBuzz determines the basis for unsatisfied performance obligations based on the quantum of unsatisfied services, with respect to the contract with its customers, at a particular point in time.

Selected Pro Forma Financial Information

The following table sets out selected pro forma financial information for the Resulting Issuer as at March 31, 2022 after giving effect to the Proposed Qualifying Transaction. Such information is derived from the unaudited pro forma balance sheet of the Resulting Issuer as at March 31, 2022. See "Financial Statements".

	(USD\$)
Current assets	2,092,000
Total assets	2,092,000
Current liabilities	673,000
Total liabilities	673,000
Total shareholders' equity	1,419,000

THE COMPANY

CORPORATE STRUCTURE

Name, Incorporation and Place of Business

The full corporate name of the Company is Cross Border Capital I Inc. The Company was incorporated under the laws of the Province of Ontario pursuant to the OBCA on June 30, 2020. The registered and head office address of the Company is located at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5.

BUSINESS OF THE COMPANY

Overview of the Company

The Company is a CPC established pursuant to the CPC Policy. The Company does not own any assets, other than cash and cash equivalents and its rights under the Definitive Agreement. The principal business of the Company is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.

The Company completed the Company's IPO on December 22, 2020 and its Common Shares were listed on the Exchange and began trading on December 24, 2020. On July 19, 2021, the Exchange halted trading in the Common Shares pending the announcement of the Proposed Qualifying Transaction. The Exchange will generally halt trading in the Common Shares from the date of the public announcement of a definitive agreement until all filing requirements of the Exchange have been satisfied. In addition, personal information forms or, if applicable, declarations, for all individuals who may be directors, senior officers, promoters, or insiders of the Resulting Issuer must be filed with the Exchange and any preliminary background searches that the Exchange considers necessary or advisable, must also be completed, before the trading halt will be lifted by the Exchange. Even if all filing requirements have been satisfied and preliminary background checks completed, the Exchange may continue or reinstate a halt in trading of the Common Shares for public policy reasons including:

a. the unacceptable nature of the business of the Resulting Issuer, or
b. the number of conditions precedent to, or the nature and number of deficiencies required to be resolved prior to, completion of a Qualifying Transaction, are so significant or numerous as to make it appear to the Exchange that the halt should be reinstated or continued.

A trading halt may also be imposed by the Exchange where the Company fails to file the supporting documents relating to the Proposed Qualifying Transaction within a period of 75 days after public announcement of the Definitive Agreement or if the Company fails to file post-meeting or final documents as applicable, within the time required.

In the event that the Common Shares are delisted by the Exchange, within 90 days from the date of such delisting, the Company shall wind up and shall make a pro rata distribution of its remaining assets to its shareholders, unless shareholders, pursuant to a majority vote exclusive of the votes of Non-Arm's Length Parties (as such term is defined in the CPC Policy) to the Company, determine to deal with the Company or its remaining assets in some other manner.

The Exchange, in its sole discretion, may not accept the Proposed Qualifying Transaction where:

a. the Resulting Issuer fails to satisfy the applicable initial listing requirements of the Exchange; or

b. notwithstanding the definition of a Qualifying Transaction, there is any other reason for denying acceptance of the Proposed Qualifying Transaction.

History

The Company was incorporated as Cross Border Capital I Inc under the OBCA on June 30, 2020. The Company is classified as a CPC as defined in the CPC Policy.

On December 22, 2020, the Company completed its initial public offering of 3,000,000 Common Shares at a price of \$0.10 per Common Share for total proceeds of \$300,000. The Company paid Haywood Securities Inc. ("Haywood"), the agent, a cash commission in the amount of \$30,000 and a corporate finance fee in the amount of \$12,500. In addition, the Company granted Haywood broker warrants to purchase up to 10% of the Common Shares sold in connection with the offering at a price of \$0.10 per Common Share, exercisable for a period of twenty-four (24) months from the date of the listing of the Common Shares on the Exchange.

The Common Shares began trading on the Exchange on December 24, 2020 under the symbol "CBX-P".

In June 2020, the Company issued 2,000,000 Common Shares at a price of \$0.05 per Common Share for gross proceeds of \$100,000.

On December 22, 2020, the Company entered into stock option agreements, granting stock options to officers and directors to collectively acquire 460,000 of the outstanding common shares of the Company, at an exercise price of \$0.10 per share and expiring December 22, 2030.

On July 20, 2021, the Company announced that it had entered into a entered into of a letter of intent dated July 19, 2021 with SuperBuzz.

Narrative Description of the Business

As stated above under "The Company – Business of the Company", the Company is a CPC and, pursuant to the CPC Policy, to date has not carried on any operations. For information on the proposed principal business to be conducted following the Completion of the Qualifying Transaction, see "SuperBuzz – Business of SuperBuzz".

DIVIDENDS OR DISTRIBUTIONS

To date, the Company has not declared any dividends or distributions on the Common Shares although there are no restrictions precluding the Company from declaring any such dividends. The Company intends to direct its cash towards the development of its business and the identification and evaluation of assets or businesses, and does not expect to declare or pay any dividends or distributions in the foreseeable future.

SELECTED FINANCIAL INFORMATION OF THE COMPANY AND MD&A

Selected Financial Information

Since incorporation, the following costs have been incurred by the Company in carrying out the Company's IPO, in seeking, evaluating and negotiating potential qualifying transactions, and in meeting the disclosure obligations imposed upon it as a reporting issuer listed for trading on the Exchange. The following tables sets out selected historical financial information for the Company for the period for the year ended December 31, 2021 and the three-month period ended March 31, 2022 and selected statement of financial position and statement of operations data. Such information is derived from the audited annual financial statements and interim financial statements of the Company and should be read in conjunction with such financial statements. See "Financial Statements".

	As at March 31	As at December 31
	2022	2021
	(unaudited)	(audited)
	\$	\$
Total expenses	74,296	71,670

Selected Statement of Financial Position Data

	As at March 31 2022	As at December 31 2021
	(unaudited)	(audited)
	\$	\$
Net working capital	109,909	184,205
Total current assets	199,101	224,834
Total current liabilities	89,192	40,629
Total shareholders' equity	109,909	184,205

Selected Statement of Operations Data

	As at March 31	As at December 31
	2022	2021
	(unaudited)	(audited)
	\$	\$
Expenses	74,296	71,670
Net loss for the period	74,296	71,670
Basic and diluted loss per share	(0.01)	(0.02)

Selected Management's Discussion and Analysis

The Company's MD&A for the period from the date of incorporation (June 30, 2020) to December 31, 2020 and the year ended December 31, 2021 and the period ended March 31, 2022 and 2021 should be read in conjunction with the financial statements of the Company and notes thereto also contained in this Prospectus. All statements have been prepared in accordance with IFRS. See Schedule "C".

Discussion of Operations

The Company does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the year ended December 31, 2021, the Company incurred a loss of \$71,670, with a basic and diluted loss per share of \$0.02. This compares to a loss of \$125,880, with a basic and diluted loss per share of \$0.86 for the period from the date of incorporation, June 30, 2020, to December 31, 2020.

The decreased loss during the year ended December 31, 2021 compared to the period from the date of incorporation, June 30, 2020, to December 31, 2020 is mainly due to \$nil stock based compensation for the year ended December 31, 2021 (2020 - \$40,918), professional fees of \$61,690 (2020 - \$65,459) and filing fees of \$9,980 for the year ended December 31, 2021 (2020 - \$19,595).

During the three months ended March 31, 2022, the Company incurred a loss of \$74,296 (2021 - \$11,004), with a basic and diluted loss per share of \$0.01 (2021 – \$0.00).

The increased loss during the three months ended March 31, 2022 compared to the prior period is mainly due to increased professional fees of \$61,184 (2021 - \$2,718) and filing fees of \$13,112 (2021 - \$8,286).

Liquidity, Capital Resources and Outlook

The Company completed an initial public offering ("IPO") as a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange. The Company received net proceeds of \$340,837, gross proceeds of \$300,000 less share issuance costs of \$74,810, representing the issuance of 3,000,000 common shares of the Company at an issuance price of \$0.10. Until the completion of a Qualifying Transaction, not more than 30 % of the gross proceeds from the sale of all securities issued by the Company, totaling \$102,251 will be used for purposes other than noted above.

As at December 31, 2021, the Company had net working capital of \$184,205, which is comprised of \$224,037 of cash and \$797 of prepaid expenses, offset by accounts payable and accrued liabilities of \$40,629. Management considers net working capital to be sufficient for the Company to meet its ongoing obligations.

Management believes that it has sufficient cash and cash equivalents to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction. Except as described in the Company's final prospectus dated October 29, 2020, the funds raised pursuant to the Company's IPO and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions. There can be no assurance that the Company will be able to obtain adequate financing to complete a Qualifying Transaction.

As at March 31, 2022, the Company had net working capital of \$109,909, which is comprised of \$198,700 of cash and \$401 of prepaid expenses, offset by accounts payable and accrued liabilities of \$89,192. Management considers net working capital to be sufficient for the Company to meet its ongoing obligations.

Transactions with Related Parties

Related parties include the Company Board, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions. As Jared Adelstein is a dealing representative of the Agent, and, in such capacity, anticipates becoming the beneficial holder of 70% of the Compensation Warrants issued to the Agent, the Proposed Qualifying Transaction constitutes a transaction with a related party.

The Proposed Qualifying Transaction does not constitute as a related party transaction for any other individuals.

There was no remuneration paid to key management personnel during the period ended December 31, 2021. During the year ended December 31, 2021 the Company incurred costs of \$33,313 in legal costs with a law firm related to one of the Company's directors. Included in accounts payable as at December 31, 2021 is \$31,574 payable to the law firm.

There was no remuneration paid to key management personnel during the period ended March 31, 2022.

On September 21, 2020, the Company granted 460,000 options to directors and officers of the Company. The options, which vested immediately, may be exercised at a price of \$0.10 per common share for a period of ten (10) years from the date of the grant.

There was \$40,918 of share-based compensation in the form of stock options granted to directors and officers during the period ended December 31, 2020, see Note 3, there is no such further expense for the three months ended March 31, 2022.

During the three month period ended March 31, 2022 the Company incurred costs of \$52,589 in legal costs with a law firm related to one of the Company's directors. Included in accounts payable as at March 31, 2022 is \$75,692 owing to the law firm.

Additional Disclosure for Venture Corporations without Significant Revenue

The following table sets out a breakdown of material components of the general and administration costs of the Company for

the three months ended March 31, 2022.

	As at March 31
	2022
	\$
Professional fees	61,184
Filing fees	13,112
Stock-based compensation	-
Foreign exchange gain	-

DESCRIPTION OF SECURITIES

The Company is authorized to issue an unlimited number of Common Shares without nominal or par value, of which, as at the date hereof, 5,000,000 Common Shares are issued and outstanding as fully paid and non-assessable. The Company has reserved an aggregate of up to 460,000 Common Shares at an exercise price of \$0.10 per Common Share pursuant to outstanding Company Options under the Stock Option Plan. The Company has also reserved 300,000 Common Shares at an exercise price of \$0.10 per Common Share pursuant to the Broker Warrants, expiring 24 months from the date of listing of the Common Shares on the Exchange.

All Common Shares which are to be outstanding after Completion of the Qualifying Transaction will be fully paid and nonassessable.

CONSOLIDATED CAPITALIZATION

For information regarding changes in the Company's consolidated capitalization since the period from the date of incorporation (June 30, 2020) to December 31, 2021 that will result from the Proposed Qualifying Transaction, see "The Resulting Issuer – Pro Forma Fully-Diluted Capitalization of the Resulting Issuer".

PRIOR SALES

Prior Sales

There are no issuances by the Company of Common Shares and securities convertible or exchangeable into Common Shares during the 12-month period before the date of this Prospectus.

Trading Price and Volume

The Common Shares have been listed and posted for trading on the Exchange since December 24, 2020. The Common Shares were halted from trading on July 19, 2021 pending the announcement of the Proposed Qualifying Transaction.

The following table sets forth the high and low closing prices and the aggregate volume of trading of the Common Shares on the Exchange since the date trading commenced on December 24, 2020:

Month	High	Low
June 1-15, 2022	\$0.145	\$0.145
May 2022	\$0.145	\$0.145
April 2022	\$0.145	\$0.145

Month	High	Low	Average Daily Volume
March 2022	\$0.145	\$0.145	0
February 2022	\$0.145	\$0.145	0
January 2022	\$0.145	\$0.145	0
December 2021	\$0.145	\$0.145	0
November 2021	\$0.145	\$0.145	0
October 2021	\$0.145	\$0.145	0
September 2021	\$0.145	\$0.145	0
August 2021(1)	\$0.145	\$0.145	0
July 2021	\$0.145	\$0.145	161
June 2021	\$0.145	\$0.145	0
May 2021	\$0.145	\$0.145	666
April 2021	\$0.175	\$0.145	500
March 2021	\$0.23	\$0.175	622
February 2021	\$0.235	\$0.18	689
January 2021	\$0.29	\$0.17	4082
December 24 – 31, 2020	\$0.22	\$0.18	10136

Notes

(1) Trading of the Common Shares was halted on July 19, 2021 pending the announcement of the Proposed Qualifying Transaction.

ESCROWED SECURITIES

To the knowledge of the Company as of the date of this Prospectus, an aggregate of 2,000,000 Common Shares representing approximately 40% of the presently outstanding Common Shares are held in escrow with the Escrow Agent under the terms of the CPC Escrow Agreement. See "The Resulting Issuer– Escrowed Securities".

The following table sets out, as at the date hereof, the number of Common Shares of the Company, which are held in escrow:

	Number of Securities
Name and Municipality of	Held in Escrow	Percentage of Class
Residence of Shareholder
Yaniv Bresler	Common Shares: 1,700,000	34%
Tel Aviv, Israel	Company Options: 115,000	25%
Sophie Galper Komet Toronto, Ontario	Common Shares: 100,000	2%
	Company Options: 115,000	25%
	Common Shares: 100,000	2%
Jared Adelstein(1) Toronto, Ontario	Company Options: 115,000	25%
	Common Shares: 100,000	2%
Jason Saltzman Toronto, Ontario	Company Options: 115,000	25%

Notes:

(1) Independent director.

Where the Common Shares which are required to be held in escrow are held by a non-individual (a "holding company"), each holding company pursuant to the CPC Escrow Agreement has agreed, or will agree, not to carry out any transactions during the currency of the CPC Escrow Agreement which would result in a change of control of the holding company, without the

consent ofthe Exchange. Any holding company must sign an undertaking to the Exchange that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities which could reasonably result in a change of control of the holding company. In addition, the Exchange may require an undertaking from any control person of the holding company not to transfer the shares of that company.

Under the CPC Escrow Agreement, 25% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin, and an additional 25% will be released on the dates that are 6 months, 12 months and 18 months following the date of the Final Exchange Bulletin.

The Exchange's prior consent must be obtained before a transfer within escrow of escrowed Common Shares. Generally, the Exchange will only permit a transfer within escrow to be made to incoming Principals in connection with a proposed Qualifying Transaction.

If a Final ExchangeBulletin is not issued, the escrowedCommon Shares will not be released. Underthe CPC Escrow Agreement, each Non Arm's Length Party to the Company who holds escrowed Common Shares acquired at a price below the Offering Priceunder this prospectus has irrevocably authorized and directed the Transfer Agent to immediately:

(1) cancel all of those escrowed Common Shares upon the issuance by the Exchange of a bulletin delisting the Common Shares of the Company; or
(2) if the Company lists on NEX, either:
a. cancel all seed shares purchased by Non-Arm's Length Parties to the CPC at a discount from the IPO price, in accordance with section 11.2(a) of the CPC Policy, or
b. subject to majority shareholder approval, cancel an amount of seed shares purchased by Non-Arm's Length Parties to the CPC so that the average cost of the remaining seed shares is at least equal to the IPO price.

PRINCIPAL SECURITYHOLDERS

The following table lists those persons who beneficially own, directly or indirectly or exercise control or direction over more than 10% or more of the issued and outstanding Common Shares of the Company as at the date hereof:

Name	Type of Ownership	Number of Common Shares	Percentage of Common Shares Owned Before Proposed Qualifying Transaction	Percentage of Resulting Issuer Shares Owned After Proposed Qualifying Transaction

Yaniv Bresler	Beneficial	1,700,000	34%	4.91%(1)(2)

Notes:

(1) Percentage based on 34,641,860 Resulting Issuer Shares outstanding on a pro forma basis after giving effect to the Proposed Qualifying Transaction.

(2) 3.86% of the Resulting Issuer Shares on a fully-diluted basis.

For information on principal holders of Resulting Issuer Shares after giving effect to the Private Placement and the Proposed Qualifying Transaction, see "The Resulting Issuer – Principal Securityholders".

DIRECTORS AND EXECUTIVE OFFICERS

Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers

The Company Board consists of four persons. Each director will hold office until the next annual meeting of shareholders or until his successor is elected or appointed. An audit committee has been established as a subcommittee of the Company Board. The following are the names and municipalities of residence of the directors and officers of the Company, their current positions with the Company and their current principal occupation:

Name and Province or State and Country of Residence	Position	Director or Officer Since	Principal Occupation for Past Five Years	Number of Common Shares owned or controlled
Yaniv Bresler Tel Aviv, Israel	Chairman, Chief Executive Officer, Secretary and Director	June 30, 2020	Self-Employed Businessperson	1,700,000
Sophie Galper Komet(1) Toronto, Ontario	Chief Financial Officer and Director	June 30, 2020	Chief Executive Officer of BST Canada Ltd.	100,000
Jared Adelstein(1) Toronto, Ontario	Director	June 30, 2020	Vice-President, Investment Banking of Amuka Capital Corp.	100,000
Jason Saltzman(1) Toronto, Ontario	Director	September 24, 2020	Partner, Gowling WLG (Canada) LLP	100,000

(1) Member of the Audit Committee.

The total aggregate number of Common Shares beneficially owned, directly or indirectly, by all directors and officers of the Company is 2,000,000, which is equal to 40% of the issued and outstanding Common Shares.

Set forth below is a description of the background of the directors and officers of the Company, including a description of each individual's principal occupation(s) within the past five years.

Yaniv Bresler, Chairman, Chief Executive Officer, Secretary, and Director (Age: 47)

Mr. Yaniv Bresler has served as the President, Chief Executive Officer, Co-Founder, and the Chief Operating Officer of Athlone Global Security Ltd., a Canadian - Israeli Venture Capital firm. Mr. Bresler served as the Co-Chief Executive Officer and a member of the Board of Directors at Athlone Investments Ltd. (TASE: ATLN). He served as a Member of the Board of Directors at BlueBird Aero Systems Ltd., Icaros Inc., Emza Visual Sense Ltd., Persay Inc. Larotech Ltd., Secure Vision Ltd., and Defensoft Ltd. Mr. Bresler has over 16 years of experience in areas of Corporate Law and finance. Prior to joining Athlone, Mr. Bresler was a Partner of Hava Bresler Law Firm from 2000 to 2007. Mr. Bresler holds an LL.B from the University of Manchester for the Israeli Centre for Academic Centre and Master's degree in Business Administration (M.B.A.) from the Faculty of Business Administration at Ono Academic College. Mr. Bresler is a Major in the Israel Defense Forces reserves and served as a Company Commander and Operations Officer in a Paratroopers Brigade.

Mr. Bresler is 47 years old and is an Israeli citizen resident in Tel Aviv, Israel. Mr. Bresler will not work full-time for the Company, however, he will devote such time as required in connection with the management of the Company and completion of the Qualifying Transaction.

Sophie Galper Komet, Chief Financial Officer and Director (Age: 46)

Ms. Sophie Galper Komet is a seasoned financial expert and a strategy consultant with broad experience in the corporate public and start-up arenas. With over 20 years of experience working on different angles of capital markets and private equity, her expertise in developing diverse funding solutions to corporate issuers includes initial public offerings, bond offerings, M&A and private equity transactions. Ms. Galper Komet is intimately involved with several mature and public companies as well as tech start-ups. In 2014, Ms. Galper Komet moved from Tel Aviv to Toronto and established a framework of cross border business development and investment banking initiatives between both cities. Her experience and past activities range from financial research through underwriting and brokerage to business development and investment banking including distress equities and special situations. Currently she serves as a Chief Executive Officer of BST Canada Ltd. - a fast growing Real Estate Investment company in Canada. Ms. Galper Komet is a professional director of the board of public companies and financial institutions including a chair of several board committees. She has served as a board member with 12 companies within various industries, including development, construction, print/paper products, fuel, and consulting and financial services, with an accumulative market/asset value of over 20 billion dollars. Ms. Galper Komet holds an MBA in Finance and Accounting and a BA in Economics and Psychology from Tel Aviv University (TAU).

Ms. Galper Komet is 46 years old and is a Canadian citizen resident in Toronto, Ontario. Ms. Galper Komet will not work full-time for the Company, however, she will devote such time as required in connection with the management of the Company and completion of the Qualifying Transaction.

Jared Adelstein, Director (Age: 27)

Mr. Jared Adelstein currently acts as a consultant for an exempt market dealer, Amuka Capital Corp. He previously held roles with multiple boutique investment banks in Toronto advising on both public and private transactions. Mr. Adelstein has experience executing IPOs, RTOs, private placements of both debt & equity, and M&A as well as a comprehensive background in performing in-depth due diligence. He holds an honours Mathematics degree (BMath) from the University of Waterloo and a finance-focused Business Administration degree (BBA) from the Lazaridis School of Business and Economics at Wilfrid Laurier University.

Mr. Adelstein is 27 years old and is a Canadian citizen resident in Toronto, Ontario. Mr. Adelstein will not work full-time for the Company, however, he will devote such time as required in connection with the management of the Company and completion of the Qualifying Transaction.

Jason Saltzman, Director (Age: 51)

Mr. Jason Saltzman is a partner in Gowling WLG (Canada) LLP's Toronto office practicing corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, corporate governance and securities registration and compliance matters. He has taken numerous companies public on the TSX, TSX Venture Exchange and the Canadian Securities Exchange by IPO, reverse takeover, capital pool transactions and direct listings. Mr. Saltzman served two terms on the Ontario Securities Commission's Small and Medium Enterprises Advisory Committee from 2014 to 2017. Mr. Saltzman is a co-leader of Gowling WLG's Israel Desk and he is Vice President and a member of the Board of the Canada-Israel Chamber of Commerce. Mr. Saltzman is a member of the Board of A-Labs Capital V Corp. (ALBA.P – TSXV), a capital pool corporation that has not yet completed its initial public offering. Mr. Saltzman holds an LLB from Osgoode Hall Law School and a BA in Political Science from Western University.

Mr. Saltzman is 51 years old and is a Canadian citizen resident in Toronto, Ontario. Mr. Saltzman will not work full-time for the Company, however, he will devote such time as required in connection with the management of the Company and completion of the Qualifying Transaction.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Company that are, or have been within the last five years, directors, officers or promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction (or the equivalent in a jurisdiction outside of Canada):

Name	Name of Reporting Issuer	Trading Market	Position	Term
Yaniv Bresler	Cann-Is Capital Corp.	TSX-V	Corporate Secretary and Director	October 2018 to July 2020
Sophie Galper	B. Yair Construction	Tel Aviv Stock	Director	May 2011 to May 2020
Komet	Company Ltd	Exchange
	Ordea Print Ltd.	Tel Aviv Stock	Director	January 2014 to March 2020
		Exchange
	Vonetize Ltd.	Tel Aviv Stock	Director	August 2016 to April 2019
		Exchange
	Tefen Ltd.	Tel Aviv Stock	Director	January 2012 to July 2018

		Exchange
	Mishorim	Tel Aviv Stock	Director	November 2011 to December 2016
	Development	Exchange
	Company Ltd.
	Bitfarms Ltd.	Tel Aviv Stock	Director	February 2019 to June 2020
		Exchange
Jason Saltzman	Adcore Inc.	TSX-V and TSX	Director	May 2019 to July 2021
	A-Labs Capital V Corp.	TSXV	Director	January 2020 to Present
	Sol Cuisine Ltd.	TSX-V	Corporate Secretary	May 2021 to January 2022

Corporate Cease Trade Orders or Bankruptcies

No director, officer, insider or promoter of the Company is, or within the 10 years prior to the date of this prospectus has been, a director, officer or promoter of any other Issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied the other Issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No director, officer, insider or promoter of the Company or a shareholder holding sufficient securities of the Company to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body or selfregulatory authority that would be likely to be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No director, officer, insider or promoter of the Company or a shareholder holding sufficient securities of the Company to affect materially the control of the Company, or a personal holding company of any such persons has, within the 10 years before the date of this prospectus, as applicable, become bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver or receiver manager or trustee appointed to hold the assets of that individual.

Conflict of Interests

There are potential conflicts of interest to which all of the directors, officers, insiders and promoters of the Company will be subject in connection with the operations of the Company. All of the directors, officers, insiders and promoters are engaged in and will continue to be engaged in corporations or businesses which may be in competition with the search by the Company for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where all of the directors, officers, insiders and promoters will be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies as provided under the OBCA.

The following information of the Company is disclosed in accordance with National Instrument 52-110 – Audit Committees ("NI 52-110").

Audit Committee

Exchange Policy 3.1 requires that the Company have an audit committee of at least three directors, the majority of whom are not employees, Control Persons or officers of the Company or any of its Associates or Affiliates. The audit committee will be responsible for overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company.

Given the current prescribed nature of the Company and its principal business being limited to identifying and evaluating assets or businesses with a view to completing a Qualifying Transaction, the only committee of the Company Board is its audit committee, which consists of the following three directors: Sophie Galper Komet, Jason Saltzman, and Jared Adelstein.

Relevant Education and Experience of Audit Committee Members

All current members of the Audit Committee have received relevant education in financial literacy and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements). See "Directors, Officers and Promoters" and "Other Reporting Issuer Experience".

Further, each member has the requisite education and experience that has provided the member with:

(a) an understanding of the accounting principles used by the Company to prepare the Company's financial statements;

(b) the ability to assess the general application of the above-noted principles in connection with estimates, accruals and reserves;

(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising individuals engaged in such activities; and

(d) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since incorporation was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board.

Reliance on Certain Exemptions

Since incorporation, the Company has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of the NI 52-110, the engagement of non-audit services is considered by, as applicable, the board of directors of the Company and the Audit Committee, on a case by case basis.

External Auditor Service Fees (By Category)

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company since incorporation:

Since June 30, 2020	Audit Fees (1)	Audit-Related Fees	Audit-Related Fees	All Other Fees (4)
(date of		(2)	(3)
incorporation) to	\$51,823	Nil	Nil	Nil
the date of this
Prospectus

Notes:

"Audit fees" include aggregate fees billed by the Company's external auditor since incorporation of the Company.
"Audited related fees" include the aggregate fees billed since incorporation of the Company for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
"Tax fees" include the aggregate fees billed since incorporation of the Company for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
"All other fees" include the aggregate fees billed since incorporation of the Company for products and services provided by the Company's external auditor, other than "Audit fees", "Audit related fees" and "Tax fees" above.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Yaniv Bresler and Sophie Galper Komet, being the executive officers of the Company (the "Named Executive Officers"), were not paid any compensation during the financial year ended December 31, 2020 (other than a grant of Company Options, as described below), as the CPC Policy prohibits directors and officers from receiving remuneration while the Company is a CPC.

The fair value of the Company Options to purchase up to 460,000 Common Shares issued to each of the directors and officers of the Company during the year ended December 31, 2020 was \$0.089, calculated using the Black-Scholes option pricing model and based on the following assumptions: risk-free interest rate of 0.60%; expected life of ten years; and weighted expected stock pricevolatility of 100%.

Compensation Risk

The Company Board considers and assesses, as necessary, the implications of risks associated with the Company's compensation policies and practices and devotes such time and resources as it believes are appropriate given the Company's status as a CPC and its straightforward method of executive compensation. As at the date of this Prospectus, the Company Board had not identified risks arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Financial Instruments

Except where prohibited by law, the Company's executive officers and directors have not been prohibited from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by an executive officer or director. To the Company's knowledge, no executive officer or director of the Company has entered into or purchased such a financial instrument.

Compensation Governance

The Company has not established a compensation committee. However, it is anticipated that such a committee will be established upon completion of a Qualifying Transaction. The Company Board has not, at any time since the Company's most recently completed fiscal year, retained a compensation consultant or advisor to assist the Company Board in determining the compensation for any of the Company's executive officers' or directors' compensation.

Incentive Plan Awards

Company Options to purchase up to 460,000 Common Shares were granted to the Named Executive Officers and the directors of the Company in connection with the closing of the Company's IPO in December 2020. While the Company is a CPC, the total number of Common Shares reserved under option for issuance pursuant to the Company's incentive option plan may not exceed 10% of the Common Shares outstanding as at the closing of the Company's IPO. The allocation of the option grants was approved by the Company Board.

Outstanding Option-Based Awards

The following table sets forth all option-based awards outstanding for the Named Executive Officer as of December 31, 2021. The Company has made no share-based awards.

	Option-Based Awards
Name	Number of securities underlying unexercised options	Option exercise price (\$)	Option expiration date	Value of unexercised in-the-money options (\$)(1)
	(#)
Yaniv Bresler Chairman, Chief Executive Officer, Secretary and Director	115,000	\$0.10	December 22, 2030	23,000
Sophie Galper Komet Chief Financial Officer and Director	115,000	\$0.10	December 22, 2030	23,000

Notes:

(1) Based upon a closing price of \$0.20 for the Common Shares on the Exchange on December 29, 2020, being the most recent closing price for the Common Shares on the Exchange prior to December 31, 2021.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of all incentive plan awards vested or earned for the Named Executive Officers during the year ended December 31, 2021:

Name	Option-based awards – Value vested during the year (\$)(1)	Share-based awards – Value vested during the year (\$)	Non-equity incentive plan compensation – Value earned during the year (\$)
Yaniv Bresler
Chairman, Chief Executive Officer, Secretary and Director	-	-	-
Sophie Galper Komet Chief Financial Officer and Director	-	-	-
Notes:

(1) The Common Shares had not yet traded on the Exchange as at the date of grant/immediate vesting of options (being December 22, 2020). The calculation in the table above was determined based upon a closing price of \$0.18 for the Common Shares on the Exchange on December 24, 2020, being the first date on which the Common Shares traded on the Exchange.

Termination and Change of Control Benefits

There is no employment contract, compensatory plan or other arrangement in place with the Named Executive Officers, nor is there any agreement between the Company and the Named Executive Officers that provides for payment to the Named Executive Officers in connection with any termination, resignation, retirement, change in control of the Company or change in responsibilities of the Named Executive Officers.

Director Compensation

No cash compensation was paid to the directors of the Company in their capacity as directors during the financial year ended December 31, 2021. The directors of the Company are eligible to receive Company Options to purchase Common Shares pursuant to the terms of the Stock Option Plan.

The fair value of the Company Options to purchase up to 460,000 Common Shares issued to each of the directors of the Company during the year ended December 31, 2020 was \$0.089, calculated using the Black-Scholes option pricing model and based on the following assumptions: risk-free interest rate of 0.60%; expected life of ten years; and weighted expected stock price volatility of 100%.

Incentive Plan Awards - Outstanding Option-Based Awards

The following table sets forth all awards outstanding for each of the directors of the Company (other than Yaniv Bresler and Sophie Galper Komet, whose disclosure with respect to incentive plan awards is set out above) as of December 31, 2021. The Company has made no share-based awards.

Name	Number of securities underlying unexercised options (#)	Option exercise price (\$)	Option expiration date	Value of unexercised in-the-money options(1) (\$)
Jason Saltzman	115,000	\$0.10	December 22, 2030	23,000
Jared Adelstein	115,000	\$0.10	December 22, 2030	23,000

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of all incentive plan awards vested or earned for each director of the Company (other than Yaniv Bresler and Sophie Galper Komet, whose disclosure with respect to incentive plan awards is set out above) during the year ended December 31, 2021:

Name	Option-based awards –	Share-based awards	Non-equity incentive plan
			compensation
	Value vested during the	Value vested during the	Value earned during the year
	year(1)	year	(\$)
	(\$)	(\$)
Jason Saltzman	-	-	-
Jared Adelstein	-	-	-

Notes:

(1) The Common Shares had not yet traded on the Exchange as at the date of grant/immediate vesting of options (being December 22,2020). The calculation in the table above was determined based upon a closing price of \$0.18 for the Common Shares on the Exchange on December 24, 2020, being the first date on which the Common Shares traded on the Exchange

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

• is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or

whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries;
in relation to a securities purchase program or other program.

Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries.

Risk Factors

An investment in the Company or the Resulting Issuer following completion of the Proposed Qualifying Transaction involves a high degree of risk. There are risks inherent with completion of the Proposed Qualifying Transaction and with respect to the business of the Resulting Issuer. You should carefully consider the information in this prospectus and the information set out under "Resulting Issuer - Risk Factors".

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings to which the Company is or is likely to be a party.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The directors and officers have all acquired Common Shares and have been granted Company Options. Except as disclosed elsewhere herein, none of the directors, officers or principal shareholders of the Company, and no Associate or Affiliate of any of them, has or has had any material interest in any transaction that materially affects the Company. See "The Company – Options to Purchase Securities", "– Escrowed Securities" and "– Principal Securityholders".

AUDITORS, TRANSFER AGENTS AND REGISTRARS

Auditors

The Company's auditor is MNP LLP, Chartered Professional Accountants, located at 300-111 Richmond Street West, Toronto, ON, M5H 2G4. MNP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Transfer Agent and Registrar

The Company's transfer agent and registrar TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1.

MATERIAL CONTRACTS

The following are the material contracts of the Company that are outstanding as of the date of this Prospectus:

1. The Transfer Agency and Registrarship Agreement dated as of July 22, 2020 between the Company and the Transfer Agent.
1. The CPC Escrow Agreement dated as of December 22, 2020 (amended and restated on February 7, 2022) among the Company, the Transfer Agent and those shareholders that executed such CPC Escrow Agreement referred to under "Escrowed Securities".
1. The Definitive Agreement. See "The Proposed Qualifying Transaction – Definitive Agreement".

The material contracts described above may be inspected at the registered office of the Company, located at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5, during normal business hours during the period of the distribution of the Common Shares being distributed hereunder and for a period of 30 calendar days thereafter.

These documents have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval ("SEDAR") and may be accessed through SEDAR's website at www.sedar.com.

SUPERBUZZ

CORPORATE STRUCTURE

The full corporate name of SuperBuzz is "Message Notify Ltd.". SuperBuzz was incorporated on January 10, 2018 under the Companies Law, 1999 (Israel). SuperBuzz's registration number is 515773059. SuperBuzz's head and registered office is located at Levi Eshkol 63, Tel Aviv, Israel 6936195.

SuperBuzz has onewholly owned subsidiary, SuperBuzz Digital Ltd., which was incorporated under the Companies Law, 1999 (Israel) (the "Subsidiary"). The Subsidiary has been inactive since November 2018. SuperBuzz acquired all of the Subsidiary's shares on December 24th, 2020.

BUSINESS OF SUPERBUZZ

History and Narrative Description of the Business

SuperBuzz combines an innovative Ad Tech infrastructure with the most recent developments in push notification services to provide clients with a high-class management platform (the "Platform") that has a sophisticated, but easy-to-use design. The Platform leverages AI to drive user traffic to a client's website and to optimize the monetization of the client's customer base. The Platform determines the content of the website as well as the behaviour of the user to automatically develop real-time, dynamic push notification campaigns that deliver relevant, personalized messages to users in micro-moments across mobile and desktop platforms. The AI-optimized bidding algorithm and fraud detection features guarantee push delivery at the right time and in the appropriate context needed to ensure maximum user retention. The Platform 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.

Web push notifications are notifications that can be sent to a user via desktop web and mobile web. These are alert style messages that slide in at the top or bottom right-hand corner of a desktop screen, depending on the operating system, or appear on a mobile device in a manner nearly identical to push notifications delivered from apps. Web push notifications are delivered on a user's desktop or mobile screen anytime they have their browser open, regardless of whether or not the user is on the website.

Enterprise clients looking to maintain their own brand on the product are given a white-label version of the Platform. Whitelabeling offers an innovative solution for retaining and improving existing client results with potential for real-time notifications of a client's user-base as privacy enforcement increases.

The current business model leverages SuperBuzz's push technology platform connecting to many supply and demand partners for the sale/purchase of media. This business model typically generates a revenue share fee of 20%- 30% and is relatively stable but hard to scale up. SuperBuzz is moving away from this model because of the competition in the purchase/sale of media, the limited number of potential partners, and the difficulty of scaling.

SuperBuzz is working with companies that have access to large inventories of push users, which means that they have acquired large volumes of push users and would like to effectively monetize them. SuperBuzz has demonstrated that its Platform can outperform any other push platform in the market due to our advanced AI engine. SuperBuzz has worked with many companies in the past with great success, achieving high ROI and revenues with great satisfaction to all parties.

SuperBuzz put these business operations on pause during the go-public process due to the cash requirements associated with working as an exchange with larger volumes. This is typically a result of demand partners requiring quality checks before completing a transaction. These revenues will immediately resume upon closing of the transaction – both supply and demand partners are ready to transact. A few of these partners (under agreements) include Mobitech, Showcase Ads, and Outbrain.

Anticipated business operations include SuperBuzz's unique SAAS product that targets any corporation with a website and is based on the number of messages a customer wishes to send to its users. The product monitors, analyzes and tracks users on the customer's website and automatically generates campaigns as well as sending these campaigns using push notification technology. This product helps increase our customers' website revenues by generating targeted traffic from their users. SuperBuzz will use all the traditional ways to promote its new product – Google, Youtube, Linkedin, Facebook, and affiliate marketing. By using all the methods described, SuperBuzz will bring many more partners and create strong revenues, profit, and ROI recurring over the long term, and will help sign more partnerships and recruit new publishers. Because of SuperBuzz's advanced AI technology, which was optimized over the last three years, the platform shows much better ROI compared to all the other competitors in the industry. The technology is completed and SuperBuzz is awaiting the closing of the Proposed Qualifying Transaction to begin spending on marketing the product.

Using landing pages and optimized adwords creatives, SuperBuzz will drive traffic to its landing page – dedicated pages that will have one goal – converting users to leads. In tests that SuperBuzz performed, it was seen that an average conversion from customer to leads, is approximately 0.8%, which means that for ~70,000 users that SuperBuzz brings to its website – 0.8% is converted into leads which translates to an estimate of 560 leads (based on 70,000 users multiplied by the conversion rate of 0.8%).

During its first year of operation (2018-2019), SuperBuzz focused on developing its Platform to be built for push user acquisition. Focusing on user attribution measurements and enhanced analytics, SuperBuzz developed a platform that logs and monitors a user's action to determine the lifetime of a user and how many clicks the user will generate in his or her lifetime.

In January 2018, SuperBuzz issued upon its incorporation 1,008,000 SuperBuzz Shares for no consideration. Between January 2018 and April 2018, SuperBuzz issued 201,600 SuperBuzz Shares at an issue price of US\$0.74 per SuperBuzz Share, for aggregate gross proceeds of US\$150,000.

In April 2018, SuperBuzz granted 20,571 SuperBuzz Options to Pearl Cohen, Israeli counsel to SuperBuzz with each SuperBuzz Option entitling the holder to purchase (1) SuperBuzz Share at a price of NIS0.01 per SuperBuzz Share.

In November and December 2018, SuperBuzz issued 380,000 SuperBuzz Shares at an issue price of US\$1.25 per SuperBuzz Share for aggregate gross proceeds of US\$475,000.

In its second year of operation (2019-2020), SuperBuzz began to market its Platform and onboard initial partners and clientele. SuperBuzz focused on improving the performance of key performance indicators (KPIs) including revenue per user, and started working on utilizing AI to detect user behaviour in order to create push notification campaigns that are tailored to each specific user. The Platform builds a matrix of data for each user by analyzing user behaviour when a user is on a client's website and sending push notifications on a user-by-user basis. The AI technology then uses this data to predict which type of messages a user is most likely to click on. Through this method, the Platform optimizes when to send out push notifications to best increase chances of driving the user back to the client's website.

In May 2019, SuperBuzz granted 20,909 SuperBuzz Options, with each SuperBuzz Option entitling the holder to purchase one (1) SuperBuzz Share at a price of NIS0.01 per SuperBuzz Share.

In its third year of operation (2020 -2021), SuperBuzz has focused on expanding its client base while continuing to work on utilizing AI to improve the overall performance of the Platform. Through an enormous amount of data collected through new traffic sources and new advertisers, the overall performance of the Platform was improved by using the data to improve the Platform's AI engine. The total clickthrough rate was improved and additional algorithms were added to improve results. SuperBuzz has also been developing white-label offerings for its partners and suppliers. SuperBuzz is also focused on recruiting additional high-quality engineers to further develop and improve its technology, while focusing on testing new infrastructure to scale and decentralize its Platform, to ensure maximum uptime, performance, and stability.

On May 10, 2021, SuperBuzz issued Simple Agreementsfor Future Equity ("SAFEs") in the aggregate amount of US\$40,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

On May 22, 2021, SuperBuzz issued a SAFE in the aggregate amount of US\$10,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

On May 28, 2021, SuperBuzz issued a SAFE in the aggregate amount of US\$10,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

On May 30, 2021, SuperBuzz issued a SAFE in the aggregate amount of US\$16,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

In July 2021, SuperBuzz formally issued 20,571 SuperBuzz Options (previously committed in 2018 upon retention) to Pearl Cohen, Israeli counsel to SuperBuzz for services rendered, with each SuperBuzz Option entitling the holder to purchase one (1) SuperBuzz Share at a price of NIS0.01 per SuperBuzz Share.

On June 23, 2021, SuperBuzz issued a SAFE in the aggregate amount of US\$120,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

On June 28, 2021, SuperBuzz issued a SAFE in the aggregate amount of US\$16,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

On July 12, 2021, SuperBuzz issued a SAFE in the aggregate amount of US\$60,000 to an arms-length party, with the SAFE amended and restated on August 12, 2021.

In July 2021, SuperBuzz issued 1,858,108 SuperBuzz Shares in settlement of an aggregate of US\$550,000 of debt (exclusive of interest) owed by SuperBuzz to certain creditors pursuant to convertible loan agreements. In addition, SuperBuzz granted 20,571 Superbuzz Options, with each SuperBuzz Option entitling the holder to purchase a SuperBuzz Share at a price of NIS0.01 per SuperBuzz Share.

In July 2021, SuperBuzz issued 451,773 SuperBuzz Shares for aggregate proceeds of US\$200,000.

In August 2021, SuperBuzz amended the terms of the SAFE agreements with investors, being all to arms-length parties, that were initially entered into between May and July 2021, to ensure that, upon closing of the Private Placement, the SAFEs will convert into the securities underlying the SuperBuzz Subscription Receipts on the basis of a 30% discount to the issue price of the SuperBuzz Subscription Receipts.

In August 2021 SuperBuzz issued 3,573 SuperBuzz Shares and 3,573 RSUs to a shareholder and a director of SuperBuzz for finder services related to the raising of funds pursuant to the SAFEs. In addition, SuperBuzz granted 17,428 RSUs to a finder in connection with the SAFE financing. On August 22, 2021, SuperBuzz converted all outstanding 41,480 SuperBuzz Options into Restricted Share Units ("RSUs"). Following the SuperBuzz Split (completed on March 24, 2022) and upon conversion of the SAFE agreements, triggered by the closing of the Proposed Qualifying Transaction, SuperBuzz will issue 1,216,228 SuperBuzz Shares. In August 2021, an additional 24,360 RSUs were issued to a shareholder of SuperBuzz.

On August 25, 2021, SuperBuzz entered into an amended and restated cooperation agreement with Showcase IT Inc. ("Showcase") (the "Cooperation Agreement") whereby SuperBuzz issued an aggregate of 125,000 SuperBuzz Shares to Showcase as consideration for certain services and resources provided by Showcase to SuperBuzz.

In August 2021, an additional 82,830 RSUs were issued.

In September 2021, SuperBuzz issued 330,000 SuperBuzz Shares to the Agent for providing services to SuperBuzz.

In November 2021, an additional 288,944 RSUs were issued.

On November 1, 2021, SuperBuzz filed a patent application with the United States Patent and Trademark Office. The application was assigned U.S. Patent Application No. 63/274,075.

On November 29, 2021, SuperBuzz entered into a loan agreement with Dror Erez for a loan in the aggregate amount of US\$70,000 (the "Dror Loan Agreement"). The maturity date of the Dror Loan was extended on February 24, 2022 to May 1, 2022. The Dror Loan Agreement was subsequently further extended on June 8, 2022 to the earlier of i)12 months post-Qualifying Transaction, ii) January 1, 2024, and iii) other certain liquidity events (the "Dror Loan Amended Agreement").

On December 1, 2021, SuperBuzz entered into a loan agreement with Ron Livni for a loan in the aggregate amount of US\$70,000 (the "Livni Loan Agreement"). The maturity date of the Livni Loan was extended on February 24, 2022 to May 1, 2022. The Livni Loan Agreement was subsequently further extended on June 1, 2022 to the earlier of i)12 months post-Qualifying Transaction, ii) January 1, 2024, and iii) other certain liquidity events (the "Livni Loan Amended Agreement").

In December 2021, SuperBuzz filed an application for a governmental grant in the amount of approx. NIS2,500,000 from the Israeli Innovation Authority (the "IIA") under Incentive Program No. 46 (Program to Encourage Seed Capital Investments in Companies at High Risk Sectors) (the "IIA Grant Application"). The application subsequently rejected by the IIA under the reason of the application not meeting the scope and requirements of the program that was applied for.

Between January 1, 2022 and January 10, 2022, SuperBuzz entered into non-exclusive finder's fee agreements with certain Israeli finders whereby SuperBuzz would issue an aggregate of \$25,600 in cash commissions, 180,563 SuperBuzz RSUs, and 137,538 SuperBuzz Shares upon the satisfaction of certain escrow release conditions. In addition, one finder will be issued 20,975 Resulting Issuer Warrants upon closing of the Qualifying Transaction.

On February 10, 2022, SuperBuzz entered into a client services agreement with Stockhouse Publishing Ltd. ("Stockhouse") for advertising products and services.

On February 17, 2022, SuperBuzz closed a brokered private placement of SuperBuzz Units at an issue price of \$2.05 per SuperBuzz Unit, for aggregate gross proceeds of \$100,000. On February 17, 2022, SuperBuzz closed the Private Placement.

On February 22, 2022, SuperBuzz entered into a 12-month consulting agreement with Surpass 3.0 Ltd. ("Surpass") whereby SuperBuzz shall pay a monthly fee to Surpass US\$6,000.

On February 23, 2022, SuperBuzz entered into a loan agreement with Surpass for a loan in the aggregate amount of US\$50,000 (the "Surpass Loan Agreement"). The Surpass Loan Agreement was subsequently further extended on June 1, 2022 to the earlier of i)12 months post-Qualifying Transaction, ii) January 1, 2024, and iii) other certain liquidity events (the "Surpass Loan Amended Agreement").

On March 24, 2022, SuperBuzz completed the SuperBuzz Split.

On March 14, 2022, Alexander Naydenko was officially terminated by SuperBuzz in his capacity as CTO and SuperBuzz entered into a 12-month consulting agreement with Ohad Avraham Alon, the replacement CTO for SuperBuzz (the "Alon Consulting Agreement").

On April 27, 2022, Oren Attiya was officially terminated by SuperBuzz in his capacity as CFO and SuperBuzz entered SuperBuzz entered into a 12-month consulting agreement with Igor Kostioutchenko, as the replacement CFO for SuperBuzz (the "Kostioutchenko Consulting Agreement"). SuperBuzz has engaged Mr. Kostioutchenko due to his Canadian public company experience and background in providing controllership services, applying IFRS, ASPE and U.S. GAAP frameworks, advising on restructuring, mergers, acquisitions and public market offerings. SuperBuzz believes that Mr. Kostioutchenko's appointment will serve to bolster the management team's experience with his expertise in navigating Canadian public company, exchange, and accounting framework.

On March 31, 2022, SuperBuzz entered into a loan agreement with Mr. Dror Erez in the aggregate amount of US\$31,000 (the "Second Dror Loan Agreement"). The Second Dror Loan Agreement was subsequently further extended on June 1, 2022 to the earlier of i)12 months post-Qualifying Transaction, ii) January 1, 2024, and iii) other certain liquidity events (the "Second Dror Loan Amended Agreement").

On March 31, 2022, SuperBuzz entered into 12-month consulting agreement with Mr. Dror Erez whereby SuperBuzz shall pay a monthly fee of US\$2,000 (the "Dror Consulting Agreement").

On May 1, 2022, SuperBuzz entered into a loan agreement with Aquilo Ventures (A.V.) Ltd. in the aggregate amount of NIS 100,000 (the "Aquilo Loan Agreement"). The Aquilo Loan Agreement was subsequently further extended on June 1, 2022 to the earlier of i)12 months post-Qualifying Transaction, ii) January 1, 2024, and iii) other certain liquidity events (the "Aquilo Loan Amended Agreement").

On May 1, 2022, SuperBuzz entered into 13-month consulting agreement with Aquilo Ventures (A.V.) Ltd. whereby SuperBuzz shall pay a monthly fee of NIS3,333 (the "Aquilo Consulting Agreement").

SuperBuzz intends to continue its current business and operations in 2022. For additional information, see "Business of SuperBuzz - Principal Uses of Available Funds".

Industry Overview

The Ad Tech ecosystem is growing exponentially. The global Ad Tech Software Market was valued at US\$16.27 billion in

2018 and is projected to reach US\$29.85 billion by 2026.1 Similarly, the global Push Notifications Software Market was estimated at US\$8.120 billion in 2018 and is expected to reach US\$31.920 billion by 2025.2 Push notifications have a 90% open rate, and seven times higher click rate than emails.3 The average smartphone user unlocks their phone 150 times a day. The number of smartphone users worldwide is projected to increase from 3.5 billion to 7.3 billion by 2023 and 57% of smartphone users in the United States have increased their smartphone usage during the COVID-19 pandemic.

Ad Tech has been described as "the umbrella term for the software and tools that help agencies and brands target, deliver, and analyze their digital advertising efforts."4 In other words, Ad Tech refers to those applications that help marketers utilize the mounds of available targeting data to manage and optimize their online ad campaigns, resulting in better use of their budgets. The Ad Tech space refers to everything from tools to help analyze campaign results to sophisticated systems offering ad bidding automation and machine learning. Ad Tech offers agencies and marketing professionals a slew of operational benefits, as well as assistance with marketing and sales. However, Ad Tech faces substantial challenges, including how to successfully incorporate automation as a means for scaling up activity and generating cost savings and the huge disparity in quality and cost effectiveness found amongst Ad Tech applications.

With the ever-evolving landscape of big data, challenges arise in handling large amounts of data and building tools that will help analyze large sets of data that focuses on creating, managing and optimizing marketing campaigns in real-time. This need creates an opening for SuperBuzz to enter this space and build tools that are based on AI technology that connect to advertising data and can react in real-time, and that uses technology to achieve better ROI than human-based tools. Other challenges in the Ad Tech space for SuperBuzz include changes by Google to push notification regulation. As the company's technology is based on Google's push notification technology, its push notifications technology is regulated by Google's policies and terms of use and therefore any significant change in the terms of use will force SuperBuzz to have to adjust its business model, which poses a significant risk to its current operations. Another challenge for SuperBuzz is the high penetration cost of entering new markets. For SuperBuzz to successfully enter Ad Tech markets with a new product that is based on AI, it will require high costs and abundant resources as there will be a market adaptation period and a learning curve for the market adaptation period. SuperBuzz will need to experiment with different marketing tactics, pricing and campaigns for the product entry and adaptation period; a time-consuming process that requires resources and funds. Additionally, there are continuous efforts from large and well-funded companies to try and mimic the technology and business of smaller companies in the Ad Tech space. To respond to new competition entering the Ad Tech markets in which SuperBuzz operates, SuperBuzz will have to spend significant time and energy on developing and securing its technology as well as on marketing efforts to ensure that it remains in front of its competition while differentiating itself from other competing products.

SuperBuzz's technology is unique in that its Platform allows Ad Tech professionals to utilize the Platform's application program interface to develop new, useful tools for their end marketing goals, such as integration with e-mail providers to send users customized content according to a user's interests. Beyond its inherent utility in conveying information, SuperBuzz is customizing push notifications to allow for the personalization of notifications as well as AI optimization of placement and timing. SuperBuzz's technology allows the Platform to automatically create notifications based on the content of the website and the feedback received from users, and based on the user's clicks and behavior while on the website. This will assist clients in reaching their customers in a way that is tailored to the specific user and prompts the user to return to a client's website. Users can filter or disable push notifications, forcing advertisers to work harder to create enticing notifications that are tailored to the end-user. With the growing concern of digital privacy and control over one's data, this type of feature becomes increasingly attractive for marketers looking to make an impact while still respecting their end-users.

Products and Services

The Platform is composed of the following elements: (a) administrative system, (b) back office, (c) AI-engine, and (d) push engine. All of the infrastructure is handled by multiple cloud providers, to support fault tolerance and better performance. To increase the security, logins are changed on a monthly basis and logs are maintained for every activity on the system in order to monitor access. The system also has an intellectual property-based restriction which ensures that the system is not accessed from countries in which SuperBuzz does not have employees.

The Platform is an Ad Tech platform built from SuperBuzz's infrastructure. It is a system designed to provide an advanced

¹ Verified Market Research, January 2021, VMR3322A. https://www.bccresearch.com/partners/verified-market-research/global-ad-tech-software market.html

² Intrado Global News Wire.

³ Source: https://blog.e-goi.com/infographic-push-notification/

⁴ What is Ad Tech and Why Should Agencies Care - Tom Alexander, Hubspot.

solution for the management of an ad-network all within the confines of an intuitive and manageable interface. The framework enhances advertising placement through an AI-optimized bidding algorithm and can be used by any advertiser and publisher to help monitor advertising quality, campaign analytics, publisher statistics, fraud and bot vulnerability, and real-time data processing. The software upon which the Platform is built integrates seamlessly into existing networks for easy and accurate application programming interface ("API") and analytics reports. The Platform was tested on high volumes to ensure that its performance is not degraded by volume.

While SuperBuzz's infrastructure promotes app and web development using its network, SuperBuzz is also the flagship solution for integrating push notifications into clients' marketing strategies. Push notifications have been shown to have one of the highest conversion rates in the marketing sector. The Platform's push notifications infrastructure can be worked into an existing marketing workflow and clients can integrate push notifications onto any mobile app or website.

After a client logs into the Platform, they are able to view, from their dashboard, campaign information including click rates and API, evaluate current and new campaigns, create new optimized campaigns based on predetermined parameters to reach target audiences, and view real-time traffic scoring and optimization throughout a campaign's lifecycle.

SuperBuzz offers 24/7 support for its Platform and the option to white-label its Platform to allow clients to grow and expand their own brand identity. SuperBuzz's team of developers and designers also continuously work on improving the systems on which the Platform operates and conduct extensive testing on every new feature that is introduced into the Platform.

Growth Strategies

Management of SuperBuzz has established a growth strategy that combines continued client acquisition and the addition of complementary technologies:

North American Expansion: SuperBuzz plans to focus on greater expansion into the North American market over the next year, with a new client acquisition goal of 10 new clients per month and through mergers and acquisitions with companies that SuperBuzz works with. SuperBuzz believes that its adaptable technology positions the company for success in the North American market.
Customer Acquisition: SuperBuzz's sales and marketing team will focus on increasing exposure for the Platform. Using LinkedIn to promote its Platform, SuperBuzz aims to generate 500-700 new leads per day.
Partnerships: SuperBuzz will target partnerships with companies that have multiple digital channels and publishing tools. By levering these partnerships, SuperBuzz will be better positioned to grow its market presence while further refining its Platform.
o SuperBuzz does not currently have partnerships with companies. It is however looking at potential partnerships with companies that have access to large inventories of push users, which means companies that have acquired user large volume of push users and are looking to effectively monetize them. SuperBuzz has demonstrated that their platform can outperform any other push platform in the market due to SuperBuzz's advance AI engine. SuperBuzz has worked with many companies in the past with great success achieving high ROI and revenues with great satisfaction to all parties.
o SuperBuzz is also looking for partnerships with companies that work with:
- website developers,
- hosting companies and
- domain registration companies
o This will allow SuperBuzz to implement their unique SaaS solution on their partners websites without the need to target the website directly.
Improve white-label offerings: SuperBuzz will complement advertising agencies, advertising networks, and other Ad Tech providers' existing stacks with an option to remove the SuperBuzz logo for enterprise grade clients. SuperBuzz will develop its Platform to allow for real-time engagement for retention optimization, churn reduction, early VIP detection, and audience building/segmentation. Increased white-labelling offerings will allow SuperBuzz to globalize its Platform and expand into new markets.
Mergers and Acquisitions: SuperBuzz will look to acquire companies with multiple digital assets and publishing solutions to expand upon the Platform's capabilities. This includes websites with organic traffic, companies that develop software development kits for mobile apps, mobile development companies, and companies with unique transferable legacy deals. In addition, SuperBuzz will target complementary technologies and advertising networks that have large client lists. Priority will be given to those companies with high valued or branded clients.
Change Revenue Model: In order to effectively scale, SuperBuzz will transition from a revenue share model to Software as a Service (SaaS) for new customers. SuperBuzz currently offers its solution through a revenue sharing agreement with partnership channels whereby SuperBuzz receives an average of 20-30% of the revenues. In transitioning to a SaaS model, SuperBuzz will leverage its internal team to generate direct sales to clients as well as offer an enterprise level pricing option to clients with multiple assets (i.e. websites/apps). Transitioning to a tiered revenue model based on the number of messages a client requires on a monthly basis will allow SuperBuzz to increase its revenue so that the company can scale up its operations.
Demand Side Platform:
o Current Revenue Model SuperBuzz enters into master advertising agreements with leading DSPs and Index Exchange. It should be noted that the online publishers are not parties to these agreements. SuperBuzz assumes all the contractual obligations relevant to the supply-side, including the responsibility for all acts of other parties involved.
o Revenue Sharing Agreements After SuperBuzz contracts with a new online publisher and obtain its permission to manage and sell its advertising inventory, SuperBuzz contracts the DSPs to initiate a specific sale. It should be noted the DSPs are not obligated to admit any online publisher to their platforms and the Company emphasized this to the publisher; and
o Revenue generating from Partnership Channels After a certain advertising inventory is sold and purchased, the DSPs collect the advertising revenue from the advertisers. The DSP received the consideration from the advertisers and transfers it to SuperBuzz, net of its fees. SuperBuzz then transfers the consideration to the publishers after deducting its fee – the amount that is transferred to the publisher for the ad space about 80% -70% of the consideration received by SuperBuzz.

Operations

SuperBuzz's products and technologies were developed internally by a team of developers led by Liran Brenner, Chief Executive Officer. The data collected by SuperBuzz is hosted in the United States on cloud-based hosting services and is therefore subject to the usual risks which accompany such methods of data storage. SuperBuzz currently operates in the United States and Israel.

Facilities and Dependence on Foreign Operations

SuperBuzz is headquartered in Tel Aviv, Israel. SuperBuzz is substantially dependent on its operations in Israel.

Cycles and Seasonality

SuperBuzz'srevenues depend on discretionary advertising spending by businesses and advertising agencies. Such advertising spending may be subject to seasonal variation based on industry segment. For example, advertising spending in the retail sector may be concentrated in the fourth quarter in advance of the holiday shopping season, while advertising spending in the travelsector may be concentrated in the second and third quarter during the northern hemisphere summer. SuperBuzz's clients serve customers in diverse industries, offsetting in part the effect of seasonal or cyclical variations in advertising spending any particular industry.

Employees

As of the date of this Prospectus, SuperBuzz has 5 full-time employees.

Intangible Properties

Of critical importance to SuperBuzz's business and future growth isthe protection of itstechnologies and intellectual property. To protect its intellectual property, SuperBuzz has applied for a patent for the AI-technology embedded in its Platform on a provisional basis with the USPTO and that intends to file additional applications for such patent on a worldwide basis. Although there is no guarantee that the patent will be granted, the patent if approved, will safeguard SuperBuzz's software and increase the value of its Platform. As it will take time for the patent to be approved (if approved), SuperBuzz will continue to closely monitor its software for hacks and bugs.

SuperBuzz also protects its proprietary technology and intellectual property through the use of non-disclosure agreements and other contracts, employee disclosure and invention assignment agreements, confidentiality procedures, and technical measures.

The following table contains details of the material intellectual property owned by, or licensed for use by SuperBuzz.

IP	How it is used	Importance of the operating of the business of the Resulting Issuer	Registered or Unregistered	Protected or unprotected by intellectual property registrations
Website: https://w ww.superbuzz.io	Used to acquire users and promote SuperBuzz's services and brands online	High	Unregistered	Unprotected
Website: https://app.superbu zz.io	Back end of partners login to view statistics and performance KPI's	High	Unregistered	Unprotected
Website: Latest news and fresh content - (superbuzz.io)	Demonstrate SuperBuzz's technology for partners, using real life data that is collected on a daily basis	Medium	Unregistered	Unprotected
Website: Latest news and fresh content (initiatefresh.com)	Beta site for test new developments and beta products	Medium	Unregistered	Unprotected
Push Platform	• Full support for website integration • Full user acquisition support • Advanced user-based logins and reports • Support for API integration and reporting • Traffic scoring and optimization • Integrated with 50 supply and demand partners • Real time push optimization • Cost effective	High	Unregistered	Unprotected
Push Patent	Description of SuperBuzz's AI algorithm. The algorithm using the behavior of the user to build better performing push creatives and increase overall performance of the publisher website.	High	Registered	Provisional Submitted
SuperBuzz Website analyzer	Analyze website performance with over 100 test points and send a detailed report of the website structure and performance.	Low	Unregistered	Unprotected
Internal CRM(HubSpot) https://app.hubspot .com/	Contains more than 6000 Leads that we are in various integration status	Medium	Unregistered	Unprotected

Server infrastructure	The server infrastructure that handles server scaling and de-scaling, this allows the infrastructure to stand up to 100k queries/Second	High	Unregistered	Unprotected
Search monetization solution	Ability to monetize push monetization through search feed, to utilize search feed into push technology to getter better ROI than any other platform in the market	High	Unregistered	Unprotected
AI Engine	The engine that creates push messages and run optimization based on user behavior	High	Unregistered	Unprotected
Website User tracking	The Engine that records the behavior of users online and store the data for the AI Engine	High	Unregistered	Unprotected
Integration with over 100 partners	Our Push platforms is connected to over 100 partners for real-time optimization and monetization	High	Unregistered	Unprotected
Integration with Online Merchant processing	3rd party Integration with credit processing companies to allow the company to accept and process online payments for one time and recurring payments.	High	Unregistered	Unprotected
More than 50 unique contracts for online platforms	The contracted were assumed through the acquisition of Chipadzee	Low	Unregistered	Unprotected
WhiteLabel technology	The ability to rebrand our technology under any name with a complete solution for partners, generating admin section and partner login under new branded name with complete front-end and back-end support.	High	Unregistered	Unprotected
Integration with Kibana	Monitors the performance of our platform in real time and collect important KPI's to improve system in real time	High	Unregistered	Unprotected
Integration with Zabbix	Monitor server health and performance in real time	High	Unregistered	Unprotected
Backend support for the push platform	• Full dashboard with export capabilities for PDF or Excel for further analysis • Date range support • Filtering support • Advanced login features for: • Admins • Marketing managers • Advertisers • Publishers	High	Unregistered	Unprotected
Advanced technology for Fraud detection	Connected to all major Fraud databased and black-lists to detect Fraud in real time	Medium	Unregistered	Unprotected
User Acquisition technology	Optimize push user acquisition through optimized landing pages to increase return-on-investment using	Medium	Unregistered	Unprotected

	media buy
Qubit – The next	Website to use our rebranded	Medium	Unregistered	Unprotected
generation in AI	technology for the push technology
technology	until different name for use by other
(qubitrtb.com)	partners
Working data of	Gathering four years of operations,	Medium	Unregistered	Unprotected
push usage during	allows us to use the historical data and
the last four years	build profiles and usage and
	performance and to predict better
	performing push creatives

Valuation Report

Beta Finance T.Y.S Ltd. ("Beta Finance") has prepared a valuation report (the "Valuation Report") with respect to SuperBuzz's equity. Based on the assumptions in the Valuation Report, the estimated equity value of SuperBuzz is US\$11,466,000. Beta Finance selected a discounted cash flow approach to value SuperBuzz's equity. Some of the significant assumptions that the Valuation Report was based on were management's financial forecast based on projected cash flow made on a monthly basis five years into the future. SuperBuzz's revenue projection was based on three activities: enterprise SaaS revenue, enterprise media revenue, and direct clients SaaS revenue. The Valuation Report was completed for the Israeli Tax Pre-Ruling (as defined herein).

Sales and Marketing

Currently, 50% of SuperBuzz's expenses are on sales and marketing roles and activities. This includes travel for business, hiring new employees, and developing a more creative and refined marketing strategy. Being currently based in Israel, breaking into the North American market will require international travel and the potential development of an exclusively North American team.

The primary channels SuperBuzz uses to market its Platform include LinkedIn, Google, and Facebook, with LinkedIn being the most heavily utilized. SuperBuzz uses LinkedIn to approach clients who work in the online marketing industry and are looking for traffic, monetization, or platform services in the push notification industry.

Special Skills and Knowledge

SuperBuzz's team is comprised of highly talented employees who have demonstrated a high degree of professional knowledge in software development and server management and development. SuperBuzz's developers and server experts have over 20 years of experience, while the company's Chief Executive Officer has over 30 years of experience in developing, managing and leading companies. The team is also comprised of customer success and publisher recruitment employees.

Competitive Conditions

The Ad Tech industry is highly competitive and fragmented. SuperBuzz competes globally with well-established companies, some of which also use proprietary technology to optimize advertising campaigns and push notifications. There are currently 37 companies globally involved in the push notification software market, with many located in North America. SuperBuzz's challenge is finding a way to gain brand recognition while differentiating itself from the offerings of its main competitors in the Ad Tech space. As SuperBuzz's products are expanded and developed, or as other companiesintroduce new products and services or enter the marketplace, SuperBuzz may become subject to additional competition.

Key competitors of SuperBuzz include: Pushnami, OneSignal, AimTell, WonderPush, PushEngage, IPonWeb, HasOffers and AdKernel. SuperBuzz's AI-optimization and personalization solutions, fraud detection system, white-label offering, and 24/7 customer support are some of the main differentiators between its Platform and those of its competitors.

Regulatory Requirements

SuperBuzz's services are subject to a wide variety of laws and regulations affecting companies that conduct business through the Internet, including lawsregarding user privacy, data protection, content, distribution, electronic contracts, and other online communications. In particular, SuperBuzz is subject to federal, state, provincial, and foreign laws relating to privacy, data protection and information security. These laws vary between the jurisdictions in which SuperBuzz operates and are still evolving and subject to change. The application and interpretation of new laws and regulations may be uncertain. Failure to comply could result in civil liability, and restrictions on SuperBuzz's ability to offer services, and reputational harm.

SuperBuzz has adopted policies and procedures designed to monitor and address its legal and regulatory compliance obligations and implement industry best practices. SuperBuzz has adopted a privacy policy disclosing its collection, use, and disclosure of data to provide services to advertisers, which is publicly available on its website. SuperBuzz relies exclusively on anonymous data about Internet users, does not attempt to associate this anonymous data with data that can be used to identify specific individuals, and takes steps not to collect and store personally identifiable information from any source. However, definitions of personally identifiable information or personal data that is subject to legal protection varies by jurisdiction and is still evolving. As a result, SuperBuzz's policy not to collect and store personally identifiable information must be assessed on an ongoing basis in each jurisdiction where SuperBuzz operates. SuperBuzz has dedicated resources to design and oversee its privacy and data protection policies and procedures, and continually assesses its technology platform in light of new legal and regulatory developments.

DIVIDENDS OR DISTRIBUTIONS

To date, SuperBuzz has not declared any dividends or distributions on the SuperBuzz Shares although there are no restrictions (other than according to applicable Israeli law) precluding SuperBuzz from declaring any such dividends. SuperBuzz intendsto direct its cash towardsthe development of its business, and does not expect to declare or pay any dividends or distributions in the foreseeable future.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS

Selected Annual Financial Information

The following table sets forth selected financial information for SuperBuzz for the years ended December 31, 2021 and 2020, and should be read in conjunction with SuperBuzz's audited financial statements and related notes for such periods included in this Prospectus. See "Financial Statements".

The following information has been prepared in accordance with IFRS and is expressed in US dollars.

	As at December 31, 2021 (audited)	As at December 31, 2020 (audited)
	US\$	US\$
Total assets	200,000	72,000
Total liabilities	693,000	1,506,000
Total shareholders' equity	(493,000)	(1,434,000)

The following table shows the comprehensive income of SuperBuzz for the financial years ended December 31, 2021 and 2020.

	Year ended December 31, 2021 (audited)	Year ended December 31, 2020 (audited)
	US\$	US\$
Income statement data:
Revenue	594,000	278,000
Cost of revenues	425,000	266,000
Gross profit	169,000	12,000
Research and development expenses	162,000	146,000
Selling, general and administrative expenses (including share-based	668,000	255,000

Financial expenses	2,720,000	423,000
Net income (loss) before tax	(3,381,000)	(812,000)
Income tax expense	nil	nil
Net loss and total comprehensive loss	(0.22)	(0.10)
Basic and Diluted (loss) per Common Share	15,258,069	8,156,714
Weighted Average Number of Shares Outstanding	594,000	278,000

Selected Interim Financial Information

The following table sets forth selected financial information for SuperBuzz for the period ended March 31, 2022 and should be read in conjunction with SuperBuzz's interim financial statements and related notes for such periods included in this Prospectus. See "Financial Statements".

The following information has been prepared in accordance with IFRS and is expressed in US dollars.

	As at March 31, 2022 (unaudited) US\$
Total assets		177,000
Total liabilities	__	744,000
Total shareholders' equity		(567,000)

The following table shows the comprehensive income of SuperBuzz for the periods ended March 31, 2022 and 2021.

	Three-month period ended March 31, 2022 (unaudited)	Three-month period ended March 31, 2021 (unaudited)
	US\$	US\$
Income statement data:
Revenue	0	194,000
Cost of revenues	0	108,000
Gross profit	0	86,000
Research and development expenses	46,000	48,000
Selling, general and administrative expenses (including share-based	248,000	63,000
Financial expenses	(4,000)	(5,000)
Net income (loss) before tax	(290,000)	(20,000)
Income tax expense	-	-
Net loss and total comprehensive loss	(290,000)	(20,000)
Basic and Diluted (loss) per Common Share	(0.013)	(0.002)
Weighted Average Number of Shares Outstanding	22,362,483	8,156,714

Management's Discussion and Analysis

DESCRIPTION OF SECURITIES

SuperBuzz Shares

SuperBuzz is authorized to issue 10,000,000 SuperBuzz Shares. Each SuperBuzz Share is entitled to one vote per share at meetings of SuperBuzz Shareholders, to receive an equal share of any dividends and distributions (whether payable in cash or otherwise) as may be declared from time to time, and, in the event of any liquidation, dissolution or winding-up of SuperBuzz (whether voluntary or involuntary), to receive in equal amounts per share the assets of SuperBuzz.

As at the date of this Prospectus, there are 22,612,793 SuperBuzz Shares issued and outstanding. Prior to the conversion of the SAFEs and the Subscription Receipts acquired in the Private Placement, SuperBuzz completed the split of the SuperBuzz Shares on the basis of 5.1313 Split SuperBuzz Shares for each one SuperBuzz Share on March 24, 2022. Immediately prior to Completion of the Qualifying Transaction, an additional 1,216,228 SuperBuzz Shares will be issued upon conversion of the SAFEs. Following the foregoing, but immediately prior to the Completion of the Qualifying Transaction, there will be 22,612,791 Split SuperBuzz Shares issued and outstanding.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of SuperBuzz as at March 31, 2022 The table should be read in conjunction with the SuperBuzz Financial Statements and the notes thereto included in this Prospectus. See "Financial Statements".

As at March 31, 2022 (1)

SuperBuzz Shares …………………….................... 22,362,481,

Notes

(1) On a post-SuperBuzz Split basis.

For information regarding changes in SuperBuzz's consolidated capitalization since March 31, 2022 that will result fromthe Proposed Qualifying Transaction, see "The Resulting Issuer – Pro Forma Fully-Diluted Capitalization of the Resulting Issuer".

OPTIONS TO PURCHASE SECURITIES

RSUs

As of the date of this Prospectus, SuperBuzz has granted 2,069,940 RSUs to purchase SuperBuzz Shares to officers, directors, employees and consultants pursuant to the SuperBuzz Global Equity Incentive Plan. The following table sets out information regarding the outstanding RSUs as of the date of this Prospectus.

	Number of	SuperBuzz Shares Underlying	Exercise
Holder of SuperBuzz RSUs	RSUs(1)	RSUs(1)	Price	Vesting
Executive Officers and Former Executive Officers	1,624,334	1,624,334	-	1/3 on December 1st, 2021; 1/3 upon lapse of 12 months as of a Liquidity Event (i.e. Proposed Qualifying Transaction); 1/3 upon lapse of 24 months as of Liquidity Event.
Directors (other than those who are also Executive Officers) and	125,624	125,624	-	100% upon completion of the Proposed Qualifying Transaction
Former Directors	124,998	124,998	-	100% upon completion of the Proposed Qualifying

Total	2,069,940	2,069,940
Other Current and Former Employees Consultants	Nil 194,984	Nil 194,984	Nil -	Transaction Nil 100% upon completion of the Proposed Qualifying Transaction

Notes

(1) On a post-SuperBuzz Split basis.

Prior to and as a condition of the Securities Exchange, SuperBuzz has, on March 24, 2022, effected the SuperBuzz Split, which has resulted in the adjustment of the SuperBuzz RSUs in accordance with their terms. Following the SuperBuzz Split, the SuperBuzz RSUs are exercisable to purchase an aggregate 2,069,940 Split SuperBuzz Shares.

Pursuant to the Securities Exchange, the SuperBuzz RSUs will be cancelled and replaced with an equal number of Resulting Issuer RSUs. See "The Proposed Qualifying Transaction – Securities Exchange", "– Definitive Agreement", "– Effect of the Proposed Qualifying Transaction and Private Placement", and "The Resulting Issuer – Options to Purchase Securities".

PRIOR SALES

The following table sets out information regarding each issuance by SuperBuzz of SuperBuzz Shares and securities convertible or exchangeable into SuperBuzz Shares during the 12-month period before the date of this Prospectus.

Date of Issue	Security	Number of Securities(1)	Issue Price
July 2021	SuperBuzz Shares	1,858,108	US\$0.2960
July 2021	SuperBuzz Shares	330,000	US\$1.15(2)
July 2021	SuperBuzz Shares	125,000	US\$0.40(2)
July 2021	SuperBuzz Shares	451,774	US\$0.4427
August 2021	SuperBuzz Shares	3,573	US\$1.15(2)
August 2021	SuperBuzz RSUs	3,573(2)	N/A
August 2021	SuperBuzz RSUs	169,671	N/A
November 2021	SuperBuzz RSUs	288,944 (3)	N/A
February 2022	SuperBuzz Subscription	5,494,740	\$0.40
February 2022	Receipts SuperBuzz Units(4)	48,781	\$2.05

Notes:

(1) On a pre-SuperBuzz Split basis.

(2) Issued for remuneration.

(3) 55,220 of these options expired following Oren Attiya's termination in April 2022 and are no longer outstanding.

(4) Consisting of one Split SuperBuzz Share and one SuperBuzz Warrant, with each whole SuperBuzz Warrant exercisable into one Split SuperBuzz Share at a price of \$0.60 per Split SuperBuzz Share for a period of 24 months following the satisfaction of certain escrow release conditions.

PRINCIPAL SECURITYHOLDERS

The following table lists those persons who beneficially own, directly or indirectly or exercise control or direction over more than 10% of the issued and outstanding SuperBuzz Shares as at the date hereof:

Name	Type of Ownership	Number of SuperBuzz Shares(1)	Percentage of SuperBuzz Shares Owned Before	Percentage of Resulting Issuer Shares Owned After

			Proposed Qualifying Transaction	Proposed Qualifying Transaction and Private Placement(2)
Dror Erez	Registered	8,006,213	35.80%	23.11%(3)
Liran Brenner	Registered	2,586,175	11.57%	7.47%(4)
Avi Ben David	Registered	2,298,822	10.17%	6.64%(5)
Nahum Segal	Registered	2,336,517 (6)	10.45%	6.74%(7)

Notes:

(1) On a post-SuperBuzz Split basis.
(2) Percentage based on 34,641,860 Resulting Issuer Shares outstanding on a pro forma basis after giving effect to the Proposed Qualifying Transaction.
(3) 18.19% of the Resulting Issuer Shares on a fully-diluted basis.
(4) 5.87% of the Resulting Issuer Shares on a fully-diluted basis.
(5) 6.64% of the Resulting Issuer Shares on a fully-diluted basis.
(6) Includes a finder's fee payable to Nahum Segal as part of the RTO financing of 116,563 shares plus an additional 116,563 RSUs that convert automatically into shares at the closing of the transaction (total of 233,126).
(7) 6.74% of the Resulting Issuer Shares on a fully-diluted basis.

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

The following table sets out, for each director and executive officer of SuperBuzz, the person's name, province or state and country of residence, position(s) with SuperBuzz, the date on which the person became a director and/or an executive officer, and principal occupation. SuperBuzz directors are elected annually and, unless re-elected, retire from office at the end of the next annual meeting of SuperBuzz Shareholders.

Name and Province or State and Country of Residence	Position	Director or Officer Since	Principal Occupation for Past Five Years	Number of SuperBuzz Shares Owned or Controlled(1)
Liran Brenner Tel Aviv, Israel	Chief Executive Officer and Director	January 2018	CEO of SuperBuzz	2,586,175 (11.57%)
Igor Kostioutchenko Toronto, Ontario, Canada	Chief Financial Officer	April 5, 2022	Partner, Abacus Group	Nil
Nahum Segal Tel Aviv, Israel	Director	September 13, 2021	CEO of Segal Group	2,336,517 (2) (10.45%)
Dror Erez Tel Aviv, Israel	Director	September 13, 2021	Founder and CTO of Conduit	8,006,213 (35.80%)

Note

(1) On a post-SuperBuzz Split basis.
(2) Does not include finder fees payable as part of the RTO financing

The directors and executive officers of SuperBuzz beneficially own, or exercise control or direction over, directly or indirectly, 13,045,468 Split SuperBuzz Shares, representing 57.18% of the issued and outstanding Split SuperBuzz Shares on the date of this Prospectus.

Set forth below is a description of the background of the directors and officers of SuperBuzz, including a description of each individual's principal occupation(s) within the past five years.

Liran Brenner, Chief Executive Officer and Director

Liran Brenner is a senior Software engineer with more than 30 years of experience in developing, managing, and leading companies. Mr. Brenner started his career in the hi-tech world at the age of 17, working as a software engineer and later joining ICQ, a world leader in instant messaging, which, in 1998, achieved a record number of 100M installations worldwide and was later sold to AOL for USD\$400M. Following ICQ, Mr. Brenner founded WhiteSmoke, a market leader in English correction tools, where he was the Chief Technology Officer from January 2002 to February 2012. In 2012, WhiteSmoke went public and attained more than 120M installations worldwide. Following WhiteSmoke, Mr. Brenner developed and sold Unique RTB (Real-Time-Bidder) technology to one of Israeli's top AdTech providers. He worked as the Chief Technology Officer of GlingMedia from April 2017 to December 2017. Mr. Brenner founded SuperBuzz in 2018 in order to pioneer the development of autonomous marketing technology, with the vision of replacing the marketing team and harnessing the power of machine learning to achieve better than ever performance and revenues. He has been the CEO of SuperBuzz since 2018.

Igor Kostioutchenko, Chief Financial Officer

Igor Kostioutchenko has extensive experience providing controllership services, applying IFRS, ASPE and U.S. GAAP frameworks, advising on restructuring, mergers, acquisitions and public market offerings. Mr. Kostioutchenko graduated with distinction from the University of Toronto's Rotman School of Management and began his public accounting career with Deloitte LLP. Mr. Kostioutchenko is formerly the Controller and Interim CFO of Media Central Corporation Inc. (CSE: FLYY, FSE:3AT).

Nahum Segal, Director

Mr. Segal serves as the CEO of the Segal Group, an investment firm with real estate holdings all over Europe, as well as investments in Israel's booming high-tech sector, based in Ramat Gan, Israel. Mr. Segal has served as the CEO of Segal Group since 2005. Mr. Segal also serves as the chairman at Connections, an investment firm specializing in raising capital for Israel's high-tech sector. From 2015-2020, Mr. Segal served as a director of Zikural, a premier financial services and lending company. Mr. Segal holds a bachelor's degree in business administration and a master's degree in Law from the College of Law and Business in Ramat Gan, Israel.

Dror Erez, Director

Dror Erez was the founder and CTO of Conduit Ltd., one of Israel's largest Internet companies, from March 2005 to August 2019. Prior to founding Conduit, Mr. Erez co-founded Effective–i, a learning system that categorized, organized, and delivered information to shorten search cycles within an enterprise. Mr. Erez currently advises start-up companies in the areas of AdTech, software-as-a-service (SaaS), and cloud technologies and has been the CEO of Trevi since January 2020. He holds a B.A. in Physics and Computers from Bar Ilan University.

Cease Trade Orders or Bankruptcies

None of the directors, officers or insiders of SuperBuzz, or a shareholder holding a sufficient number ofsecurities of SuperBuzz to affect materially the control of SuperBuzz is, or within 10 years before the date of this Prospectus, has been, a director, officer or insider of any other issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

None of the directors, officers or insiders of SuperBuzz or a shareholder holding a sufficient number ofsecurities of SuperBuzz to affect materially the control of SuperBuzz has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or has been subject to any other penalties or sanctions imposed by a court or regulatory body or selfregulatory authority that would be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

Other than as disclosed below, none of the directors, officers or insiders of SuperBuzz or a shareholder holding a sufficient number of securities of SuperBuzz to affect materially the control of SuperBuzz is, or within the 10 years before the date of this Prospectus, has been declared bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

As a director and owner of KeyDownload Ltd. ("KeyDownload"), Mr. Liran Brenner was a guarantor to government-backed loans from two banks, Bank Hapoalim and Bank Leumi, in the amounts of US\$218,000 and US\$30,000, which were used for KeyDownload's operations. After three years of successful operations, KeyDownload ceased operations as changes in industry conditions had forced the company to stop operating. Mr. Liran Brenner became subject to lawsuits that arose from claims by suppliers of KeyDownload and were due to KeyDownload's default under agreements with its suppliers. Mr. Brenner becaome responsible for paying the outstanding amounts owing under the loans. Settlement agreements were reached within the frame of collection proceedings initiated against KeyDownload and Mr. Brenner by Bank Hapo'alim and Bank Leumi, both of which were court approved. As of the date hereof, the remaining balance of the loans totals US\$25,000 and expects to pay \$1,000 monthly over a period of two years. As of the date of the Prospectus, no other legal proceeding are expected relating to KeyDownload and its ceasing of operations. Certain lawsuits filed against KeyDownload and Mr. Brenner have been settled and paid in full: a settlement agreement in the amount of US\$25,625 in connection with a lawsuit by Collect Media Collection Agency Ltd. was signed and approved by court; a settlement agreement in the amount of US\$40,625 in connection with a lawsuit by Webtraffic LLC was signed and approved by court; a settlement agreement in the amount of US\$13,556 in connection with a lawsuit by Guppy Games Inc. was signed and approved by court; a settlement agreement in the amount of US\$11,749 in connection with a lawsuit by Geyron Ads S.L. was signed and approved by court; and a settlement agreement in the amount of US\$46,875 in connection with a lawsuit by Taptica International Ltd. was signed and approved by court.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following disclosure relates to the compensation provided by SuperBuzz to its directors and executive officers.

The SuperBuzz Board is responsible for setting the overall compensation strategy of SuperBuzz and evaluating and making determinations for the compensation of its directors and executive officers. The SuperBuzz Board annually reviews and determines base salary, incentive compensation and long-term compensation for SuperBuzz directors and executive officers.

In determining the total compensation of any member ofsenior management, the directors of SuperBuzz consider all elements of compensation in total rather than one element in isolation. The directors of SuperBuzz also examine the competitive positioning of total compensation and the mix of fixed, incentive and share-based compensation.

It is the objective of SuperBuzz's compensation program to attract and retain highly qualified executives and to link incentive compensation to performance and shareholder value. It is the goal of the SuperBuzz Board to endeavor to ensure that the compensation of executive officers is sufficiently competitive to achieve the objectives of the executive compensation program. The SuperBuzz Board gives consideration to SuperBuzz's performance as well to the qualitative aspects of the individual's performance and achievements.

Other than the use of leased company cars and statutory pension benefits that are required under Israeli laws no personal benefits are granted to the executive officers of SuperBuzz, and no objective or subjective bonus has been contemplated. SuperBuzz offers employees short-term employee benefits and post-employment benefits.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth information concerning the compensation, other than securities-based compensation, paid to the directors and Named Executive Officers of SuperBuzz during the financial years ended December 31, 2021 and 2020.

Name and Position(1)	Year	Salary, Consulting Fee, Retainer or Commission (US\$)	Bonus (US\$)	Committee or Meeting Fees (US\$)	Value of Perquisites (US\$)	Value of all Other Compen sation (US\$)	Total Compen sation (US\$)
Liran Brenner	2021	204,000	Nil	N/A	N/A	Nil	204,000
Chief Executive Officer
and Director	2020	176,000	Nil	N/A	N/A	Nil	176,000
Igor Kostioutchenko Chief Financial Officer	2021	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Nahum Segal Director	2021	24,000	N/A	N/A	N/A	N/A	24,000
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Dror Erez Director	2021	N/A	N/A	N/A	N/A	N/A	N/A
	2020	N/A	N/A	N/A	N/A	N/A	N/A
Oren Attiya Prior Chief Financial Officer	2021	9,000	N/A	N/A	N/A	N/A	9,000
	2020	N/A	N/A	N/A	N/A	N/A	N/A

Notes

(1) 100% of the compensation paid to persons who were both directors and Named Executive Officers was paid in respect of theirpositions as executive officers of SuperBuzz.

Stock Options and Other Compensation Securities

Except for 1,057,633 SuperBuzz RSUs issued to Liran Brenner, 18,334 SuperBuzz RSUs issued to Nahum Segal, 107,290 SuperBuzz RSUs issued to Dror Erez, and 425,026 SuperBuzz RSUs issued to Oren Attiya, there were no securities-based awards granted or issued to other directors and Named Executive Officers of SuperBuzz during the financial year ended December 31, 2021.

SuperBuzz Global Equity Incentive Plan

SuperBuzz has adopted the SuperBuzz Global Equity Incentive Plan (the "Plan"), an incentive plan pursuant to which SuperBuzz may issue up to 538,615 SuperBuzz Options or RSUs (collectively, "Awards") (subject to adjustment at the discretion of the SuperBuzz Board). As of the date of this Prospectus, 458,615 RSUs have been granted and remain outstanding. The Plan will terminate on the date which is ten (10) years from the date of its adoption by the SuperBuzz Board, but outstanding Awards will survive such termination. The Plan has not been, and is not required to be, approved by the SuperBuzz Shareholders.

The SuperBuzz Board may issue Awards pursuant to the Plan, and may specify terms at its discretion, including the number of Awards granted, exercise price, and vesting and acceleration provisions. Awards may not be assigned or transferred.

The SuperBuzz Shares reserved for issuance pursuant to an Award expire on the earliest of the date specified by the SuperBuzz Board, subject to a maximum term of ten (10) years from the date of adoption of the Plan by the SuperBuzz Board, unless accelerated or earlier terminated in connection with certain events. Unvested Awards terminate immediately upon termination of the holder's service to SuperBuzz. Vested SuperBuzz Options terminate on the earlier of three months or the expiration of the term of the SuperBuzz Option according to the Plan after termination for any reason other than termination for cause. Vested SuperBuzz Options terminate on the earlier of 12 months or the expiration of the term of the SuperBuzz Option according to the Plan after termination as a result of death or disability. Vested SuperBuzz Options terminate immediately upon termination for cause. All vested and unvested RSUs terminate immediately upon termination of a holder's service to SuperBuzz. In the event of a "Transaction", defined as any (a) merger or consolidation of SuperBuzz with or into another corporation resulting in such other corporation being the surviving entity or the direct or indirect parent of SuperBuzz or resulting in SuperBuzz being the surviving entity and there is a change in the ownership of shares of SuperBuzz, such that another person or entity owning fifty percent (50%) or more of the outstanding voting power of SuperBuzz's securities by virtue of the transaction, or b) an acquisition of all or a majority of SuperBuzz Shares or a purchase by a shareholder of SuperBuzz or by an Affiliate of such shareholder, of all the SuperBuzz Shares held by all or substantially all other shareholders or by other shareholders who are not affiliated with such acquiring party, or (c) the sale and/or transfer (including by way an exclusive license) of all or substantially all of the assets of SuperBuzz, or (d) such other transaction with a similar effect, as shall be determined by the SuperBuzz Board, all outstanding Awards shall be assumed or substituted with an equivalent Award or the right to receive consideration by the acquiring or successor corporation or an affiliate thereof, or if the successor company does not agree to provide substitute securities, then the SuperBuzz Board shall have sole and absolute discretion to determine the effect of the Transaction on the portion of the Awards outstanding, which may result in immediate vesting, cancellation, or an adjustment of the terms of the Award to facilitate the Transaction.

The SuperBuzz Board may amend the Plan at its discretion, provided that such amendments do not derogate from the rights attached to outstanding Awards.

Employment, Consulting, and Management Agreements

Igor Kostioutchenko Consulting Services Agreement

Igor is contracted as the Chief Financial Officer of SuperBuzz pursuant to a consulting agreement. His duties include financial reporting, transaction advisory, implementation of accounting policies and procedures, taxation advice, and reviews of operating results. Igor is entitled to receive compensation of \$15,000 CAD in the month of April 2022 and \$4,250 CAD per month starting in May, 2022. The consulting agreement contains confidentiality and non-disclosure provisions. The consulting agreement does not contain change of control or severance provisions, and may be terminated by either Igor or SuperBuzz upon 14 days' prior written notice.

Liran Brenner Consulting Services Agreement

Mr. Brenner is employed as the Chief Executive Officer of SuperBuzz pursuant to a consulting agreement between SuperBuzz and Brennerit Ltd. dated October 1, 2021. Brennerit Ltd. is entitled to receive compensation of NIS 49,000 + VAT per month and may receive bonuses as established by the SuperBuzz Board. The consulting agreement contains confidentiality, non-competition and intellectual property assignment provisions. The consulting agreement does not contain change of control or severance provisions, and may be terminated by either SuperBuzz or Brennerit Ltd. upon 90 days' prior written notice. Brennerit Ltd. is owned by Mr. Brenner and Mr. Brenner's wife, in equal portions.

Ohad Avraham Alon Consulting Services Agreement

Mr. Alon is employed as the Chief Technology Officer of SuperBuzz pursuant to a consulting agreement between SuperBuzz and Mr. Alon dated March 14, 2022. Mr. Alon is will serve in a part time capacity of 40% as Chief AI Architect of the Company and shall be entitled to a gross monthly salary of NIS 24,000. The consulting agreement provides that it may be terminated by either party, at any time and for any reason, pursuant to the delivery of prior written notice of 30 days.

Netta Lev Sadeh Consulting Services Agreement

Netta Lev Sadeh, she is expected to serve in a part time capacity of 50% as CRO (Chief Revenue Officer) of SuperBuzz. Ms. Sadeh is expected be entitled to a gross monthly salary of 18,000 NIS. It is expected that she will be employed immediately upon the closing of the Proposed Qualifying Transaction.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Prospectus, no director or officer of SuperBuzz, or any Associate or Affiliate of any of them is indebted to SuperBuzz, nor is any indebtedness of any such person the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by SuperBuzz.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

As of the date hereof, the SuperBuzz Board is comprised of three directors, Liran Brenner, Nahum Segal, and Dror Erez, and does not have a formal audit committee. Mr. Brenner and Mr. Dror are not considered independent. Mr. Segal is considered independent. All three directors are considered financially literate, as such terms are defined in NI 52-110. Mr. Brenner, Mr. Segal and Mr. Erez are expected to be appointed to the Resulting Issuer Board upon completion of the Proposed Qualifying Transaction.

After completion of the Proposed Qualifying Transaction, the Resulting Issuer will implement the appropriate provisions of NI 52-110. See "The Resulting Issuer – Audit Committee and Corporate Governance".

AUDITORS, TRANSFER AGENT AND REGISTRAR

SuperBuzz's auditors are Ziv Haft Certified Public Accountants (Isr.), BDO Member Firm, BDO House Building B, 48 Menachem Begin Road, Tel Aviv 66180 Israel.

SuperBuzz has not appointed a transfer agent and registrar.

MATERIAL CONTRACTS OF SUPERBUZZ

The following are the only material contracts entered into by SuperBuzz within two years prior to the date of this Prospectus which are currently in effect and considered to be currently material:

1. Definitive Agreement. See "The Proposed Qualifying Transaction Definitive Agreement".
1. The Dror Loan Agreement and the Dror Loan Amended Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Livni Loan Agreement and the Livni Loan Amended Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Cooperation Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Surpass Loan Agreement and the Surpass Loan Amended Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Second Dror Loan Agreement and the Second Dror Loan Amended Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Aquilo Loan Agreement and the Aquilo Loan Amended Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Alon Consulting Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Kostioutchenko Consulting Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Dror Consulting Agreement. See "SuperBuzz Business of SuperBuzz".
1. The Restated Showcase Agreement between Message Notify Ltd, and Showcase IT Inc., dated August 25, 2021.
1. The Partnership Engagement Agreement between SuperBuzz, and Mr. Click dated June 1, 2022.
1. The Standard Advertising Agreement between Message Notify Ltd, and Pro Mobitech Technologies Ltd dated December 24, 2020.

Copies of material contracts will be available for inspection without charge at the business office of SuperBuzz at Levi Eshkol

63, Tel Aviv, Israel 6936195, or at the Toronto offices of Garfinkle Biderman LLP, counsel to SuperBuzz, at Suite 801, 1 Adelaide Street East, Toronto, Ontario, Canada, M4Y 0C9, during ordinary business hours from the date hereof until the completion of the Proposed Qualifying Transaction.

These documents have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval ("SEDAR") and may be accessed through SEDAR's website at www.sedar.com.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Other than as disclosed in this Prospectus, there are no material legal proceedings involving SuperBuzz as at the date of this Prospectus and SuperBuzz knows of no such proceedings currently contemplated. There have been no material penalties, sanctions, or settlement agreements imposed by a court or regulatory body upon SuperBuzz as at the date of this Prospectus and SuperBuzz knows of no such proceedings currently contemplated. See "Directors and Executive Officers – Corporate Cease Trade Orders or Bankruptcies."

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Prospectus, none of the directors or executive officers of SuperBuzz, or persons or companies that beneficially own, or control or direct, directly or indirectly, more than 10% of the outstanding SuperBuzz Shares, or any Associate or Affiliate of any of the foregoing, has any material interest, direct or indirect, in any transactions in which SuperBuzz has participated within the three years before the date of this Prospectus, which has materially affected or is reasonably expected to materially affect SuperBuzz.

RISK FACTORS

The business of SuperBuzz, which will be the business of the Resulting Issuer, is subject to a number of risks. See "The Resulting Issuer – Risk Factors".

THE PROPOSED QUALIFYING TRANSACTION

The Proposed Qualifying Transaction

The Company hasidentified the Proposed Qualifying Transaction with SuperBuzz as an appropriate transaction for the purpose of completing its Qualifying Transaction as required under the CPC Policy. The Proposed Qualifying Transaction will be completed by way of the Definitive Agreement, pursuant to which the Company will acquire all issued and outstanding SuperBuzz Shares and SuperBuzz will become a wholly owned Subsidiary of the Company.

The completion of the Proposed Qualifying Transaction is subject to, among other things, prior satisfaction or waiver of a number of conditions, final Exchange acceptance of the Proposed Qualifying Transaction, completion of the SuperBuzz Split, implementation of the Name Change, and the satisfaction or waiver of other conditions in a transaction of similar nature. Upon completion of the Proposed Qualifying Transaction, the Resulting Issuer is expected to meet all of the Exchange's minimum listing requirements for an Exchange listed issuer. See "The Proposed Qualifying Transaction – Shareholder Approval" and "– Regulatory Approval".

The Proposed Qualifying Transaction will occur sequentially in the following stages:

1. Closing of the Private Placement. SuperBuzz closed the Private Placement on February 17, 2022, satisfying a condition to completion of the Proposed Qualifying Transaction. For more information, see "The Proposed Qualifying Transaction – Private Placement".
1. SuperBuzz Split. Prior to the completion of, and as a condition to, the Proposed Qualifying Transaction, SuperBuzz effected the SuperBuzz Split on March 24, 2022. See "The Proposed Qualifying Transaction – SuperBuzz Split".
1. Name Change. Immediately prior to the completion of (but after receiving the final receipt for the Prospectus from the Ontario Securities Commission, conditional listing letter from the Exchange, and satisfaction of other certain conditions of the Proposed Qualifying Transaction), and as a condition to, the Proposed Qualifying Transaction, the

Company will change its name to "SuperBuzz Inc." See "The Proposed Qualifying Transaction – Name Change" and "The Proposed Qualifying Transaction – Conditions to the Proposed Qualifying Transaction Becoming Effective".

1. Securities Exchange. Immediately following the Name Change, pursuant to the Definitive Agreement, the Company will acquire all of the issued and outstanding securities of SuperBuzz in consideration for the issuance of securities of the Company. See "The Proposed Qualifying Transaction – Securities Exchange".
1. Completion of the Proposed Qualifying Transaction. Once the Name Change and the Securities Exchange are complete, the Proposed Qualifying Transaction shall be deemed completed.

Definitive Agreement

The Definitive Agreement contains covenants, representations and warranties of and from each of the Company and SuperBuzz and various conditions precedent, both mutual and with respect to each entity.

The following is a summary of certain provisions of the Definitive Agreement, which is qualified in its entirety by reference to the full text of the Definitive Agreement, a copy of which is filed under the Company's issuer profile on SEDAR.

Representations, Warranties, and Covenants

The Definitive Agreement contains customary representations and warranties made by each of the Company and SuperBuzz. Those representations and warranties were made solely for the purposes of the Definitive Agreement and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms.

Moreover, some of the representations and warranties contained in the Definitive Agreement are qualified by knowledge or by reference to a contractual standard of materiality (including a "Material Adverse Effect", as such term is defined in the Definitive Agreement) that may be different from that generally applicable to public disclosure to shareholders, or those standards used for the purpose of allocating risk between partiesto an agreement. The representations and warranties provided by each of the Company and SuperBuzz relate to, among other things: their valid incorporation and existence authorized capital and outstanding securities, authority and capacity to enter into the Definitive Agreement, no material defaults under any contracts, agreements or licenses, and an absence of certain material changes and litigation.

The SuperBuzz Shareholders provided certain representations and warranties regarding ownership of their SuperBuzz Shares and certain other matters consistent with agreements of this nature.

In addition, the Definitive Agreement contains customary affirmative and negative covenants whereby, among other things, each of the Company and SuperBuzz covenants to maintain their respective businesses and not take certain actions outside the ordinary course until the Closing Date or the termination of the Definitive Agreement, and to use commercially reasonable efforts to satisfy certain conditions precedent to their respective obligations under the Definitive Agreement.

Conditions to the Proposed Qualifying Transaction Becoming Effective

The respective obligations of the Company and the SuperBuzz Shareholdersto complete the Proposed Qualifying Transaction are subject to the satisfaction or waiver of certain conditions on or before the time of Closing, including the conditions described below.

Mutual Conditions

Conditions precedent for the benefit of each of the Company and the SuperBuzz Shareholders are as follows:

receipt by the other party of all corporate, shareholder, and regulatory approvals necessary in order for such party to perform its obligations under the Definitive Agreement and complete Proposed Qualifying Transaction;
representations and warranties of the other party remaining true;
performance by the other party of all covenants to be performed or complied with on or before the Closing Date;
receipt of a conditional listing letter from the Exchange confirming that the Resulting Issuer satisfies the minimum listing requirements of the Exchange for a Tier 2 Technology Issuer;
Exchange approval of the listing of the Resulting Issuer Shares on the Exchange;
receipt from the Ontario Securities Commission of the Prospectus;
compliance with the sponsorship requirements set out in TSXV Policy 2.2 Sponsorship and Sponsorship Requirement;
absence of legal or regulatory proceedings to restrict, prohibit, or enjoin the Securities Exchange; and
delivery by the other party of customary officer's certificates and legal opinions;

Conditions in Favour of the Company

Conditions precedent for the benefit of the Company are as follows:

SuperBuzz shall have taken all necessary steps to complete the SuperBuzz Split prior to Closing;
SuperBuzz shall use all commercially reasonable efforts to maintain and preserve its business, affairs, financial condition and operations;
completion of the Private Placement;
immediately following Closing, SuperBuzz will have no outstanding convertible securities, agreements or obligations for the exercise, conversion or issuance of SuperBuzz Shares;
the SuperBuzz Lock-Up Agreements shall have been entered into;
the transfer of all of the issued and outstanding SuperBuzz Shares at the Closing Time;
lack of Material Adverse Effect in the affairs of SuperBuzz; and
SuperBuzz shall not have taken any action which may interfere with or be inconsistent with the successful completion of the Qualifying Transaction.

Conditions in Favour of SuperBuzz

Conditions precedent for the benefit of SuperBuzz and the SuperBuzz Shareholders are as follows:

the Company shall have taken all necessary steps to adopt the Resulting Issuer Equity Incentive Plan prior to Closing;
the Company shall have taken all necessary steps to elect the five new directors to the Resulting Issuer Board, appoint the new executive officers and implement the Name Change;
a minimum of \$100,000 of cash on the Closing Date;
other than statute barred liabilities, on the Closing Date, the Company shall have no liabilities or indebtedness;
lack of Material Adverse Effect in the affairs of the Company; and
the Company shall have taken all necessary steps to file the Prospectus.

Non-Solicitation and Standstill

From the date of the acceptance of the Definitive Agreement until completion of the Securities Exchange or the earlier termination of the Definitive Agreement, each of the Company, SuperBuzz, and the SuperBuzz Shareholders have agreed not todirectly or indirectly, solicit, initiate, assist, facilitate, promote or encourage proposals or offers from, entertain or enter into discussions or negotiations with, or provide information relating to its securities or assets, business, operations, affairs or financial condition to any persons in connection with the acquisition or distribution of any securities of SuperBuzz, or the Company, or any amalgamation, merger, consolidation, arrangement, restructuring, refinancing, sale of any material assets of SuperBuzz or the Company, unless such action, matter or transaction is part of the transactions contemplated in the Definitive Agreement or is satisfactory to, and is approved in writing in advance by the parties thereto or is necessary to carry business in the normal course.

Termination

The Definitive Agreement may be terminated at any time prior to the Closing Date (a) by mutual written consent of the parties; (b) by either SuperBuzz or the Company, if there has been a misrepresentation, breach or non-performance by the breaching party of any representation, warranty, covenant or obligation contained in the Definitive Agreement, which could reasonably be expected to have a Material Adverse Effect on the terminating party, provided the breaching party has been given notice of and 30 days to cure any such misrepresentation, breach or non-performance; (c) by either SuperBuzz or the Company, if the other party breaches its obligations under Section 6.9 (Standstill) of the Definitive Agreement; (d) by either SuperBuzz or the Company, if a closing condition for the terminating party's benefit has not been satisfied or waived; (e) by either SuperBuzz or the Company, if the Closing has not occurred on or before March 31, 2022.

In the event of the termination of the Definitive Agreement in the circumstances set out above, the Definitive Agreement will forthwith become void and no party shall have any liability or further obligations to the other parties to the Definitive Agreement, except for obligations arising from Article 8 (Termination), Article 9 (Transaction Costs), Article 10 (Notices), Section 11.2 (Claims), Section 11.3 (Arbitration), Section 11.4 (Amendments and Waivers), Section 11.5 (Consent to Jurisdiction), Section 11.6 (Governing Law), Section 11.10 (Public Announcement; Disclosure), Section 11.11 (Independent Legal Advice), Section 11.12 (Personal Information) and Section 11.13 (Entire Agreements, Counterparts, Section Headings).

Israeli Tax Pre-Ruling

In connection with the proposed Securities Exchange, SuperBuzz and its shareholder applied and received approval for a preruling from the Israeli Tax Authority (the "Israeli Tax Pre-Ruling") with respect to a tax deferral on capital gains and other Israeli tax withholding obligations that would otherwise apply in regards to the consideration due to the SuperBuzz Shareholders and the Company. The significance of the Israeli Tax Pre-Ruling is, mainly, that it will provide for a tax deferral with respect to the proposed Securities Exchange until the securities received by the SuperBuzz Shareholders are ultimately disposed of, subject to the following limitations and restrictions set out in the Israeli Tax Pre-Ruling.

SuperBuzz Split

On March 24 2022, SuperBuzz subdivided the SuperBuzz Shares on the basis of 5.1313 Split SuperBuzz Share for every one SuperBuzz Share. As a result of the SuperBuzz Split, there will be 22,612,791 Split SuperBuzz Shares outstanding (prior to the conversion of the Subscription Receipts and the SAFEs), subject to rounding.

Name Change

Immediately prior to the Closing, it is expected that the Company will file Articles of Amendment to change its name to "SuperBuzz Inc."

The Name Change is subject to approval by the Company Shareholders and the Exchange. At the Company Meeting, the Company Shareholders were asked to approve, among other things, the Name Change.

Shareholder Approval

The Proposed Qualifying Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as defined by the CPC Policy) and does not require the approval of the Company Shareholders. However, SuperBuzz's obligations to complete the Securities Exchange is conditional upon approval of the Name Change, which has been approved by the Company

Shareholders.

The Company held the Company Meeting on February 7, 2022, at which the Company Shareholders approved, among other things, the Name Change, the Resulting Issuer Equity Incentive Plan, and the Updated CPC Policy.

Regulatory Approval

The Definitive Agreement provides that receipt of all regulatory, governmental and third-party approvals and consents is a condition precedent to the Securities Exchange becoming effective. The Proposed Qualifying Transaction (including the Name Change) are subject to the approval of the Exchange. Listing of the Common Shares to be issued in connection with the Proposed Qualifying Transaction is subject to the Company fulfilling all of the listing requirements of the Exchange. This Prospectus is also subject to the approval of certain provincial securities regulatory authorities.

Private Placement

Pursuant to the terms of the Subscription Receipt Agreement, provided that the Subscription Receipt Conditions have been satisfied, each Subscription Receipt will automatically convert into one SuperBuzz Underlying Unit composed of one Split SuperBuzz Share and one SuperBuzz Warrant immediately before the Closing Time. The gross proceeds of the Subscription Receipts have been deposited in escrow with the Subscription Receipt Agent on behalf of the purchasers of Subscription Receipts. If the Subscription Receipt Conditions are not satisfied within 120 days following the closing of the Private Placement, the Subscription Receipts will be cancelled, and the gross proceeds of the Subscription Receipts will be returned to the holders of Subscription Receipts.

The Agent as SuperBuzz's agent to offer the Subscription Receipts for sale on a best-efforts basis. SuperBuzz will pay the Agent a cash commission equal to \$39,957.92 upon the satisfaction of certain escrow release conditions. In addition, the Agent will be issued 92,395 Compensation Warrants by the Company upon closing of the Qualifying Transaction. Certain Israeli finders will be paid cash commissions in the aggregate of \$25,600 and will be issued 180,563 SuperBuzz RSUs and 137,538 Split SuperBuzz Shares upon the satisfaction of certain escrow release conditions. 20,975 Resulting Issuer Warrants will be issued to one of the Israeli finders upon closing of the Qualifying Transaction. For greater clarity, the Resulting Issuer Shares and the Resulting Issuer Warrants received by purchasers of Subscription Receipts will not have any resale restrictions immediately after the Closing.

On Closing, each Split SuperBuzz Share and SuperBuzz Warrant issued in connection with the Private Placement will be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants respectively. See "The Proposed Qualifying Transaction – Securities Exchange" and "– Definitive Agreement".

Following Completion of the Qualifying Transaction, the Resulting Issuer proposes to spend the net proceeds of the Private Placement on sales and marketing, research and development, capital expenditures and working capital, with the remainder forming a reserve fund. See "The Resulting Issuer – Available Funds and Principal Uses".

Effect of the Proposed Qualifying Transaction and Private Placement

In connection with the Completion of the Proposed Qualifying Transaction:

1. all of the Subscription Receipts will convert to SuperBuzz Units in accordance with their terms, resulting in the issuance of 5,494,740 Split SuperBuzz Shares and 5,494,740 SuperBuzz Warrants;
1. immediately prior to Completion of the Qualifying Transaction, an additional 1,216,228 SuperBuzz Shares will be issued upon conversion of the SAFEs;
1. all ofthe 29,641,860 Split SuperBuzz Shares outstanding immediately prior to the Closing will be sold and transferred to the Company in exchange for the issuance of one Common Share per Split SuperBuzz Share;
there will be 34,641,860 Resulting Issuer Shares outstanding, on an undiluted basis, of which:

(a) former Company Shareholders will hold 5,000,000 Resulting Issuer Shares, representing approximately 14.43% of the outstanding Resulting Issuer Shares;

(b) former SuperBuzz Shareholders will hold 23,759,272 Resulting Issuer Shares, representing approximately 68.59% of the outstanding Resulting Issuer Shares;

(c) former holders of Subscription Receipts will hold 5,494,740 Resulting Issuer Shares, representing approximately 15.86% of the outstanding Resulting Issuer Shares; and

1. each convertible security of SuperBuzz outstanding immediately prior to the Closing, including the SuperBuzz Warrants and SuperBuzz RSUs, will be exchanged for one comparable convertible security of the Resulting Issuer, and each such convertible security of SuperBuzz shall be cancelled upon exchange;
1. the Company shall issue Compensation Warrants to the Agent and Resulting Issuer RSUs, Resulting Issuer Shares and Resulting Issuer Warrants to certain Israeli finders pursuant to finder's fee agreements between SuperBuzz and certain Israeli finders.
1. all of the directors of the Company other than Sophie Galper Komet will have resigned, and the Resulting Issuer Board will be increased to five directors, and the SuperBuzz Nominees will become directors of the Resulting Issuer;
1. all of the officers of the Company will have resigned and been replaced by officers appointed by Resulting Issuer Board;
1. SuperBuzz shall be a wholly-owned subsidisary of the Resulting Issuer, and the Resulting Issuer will carry on the business of SuperBuzz;
1. the Resulting Issuer Shares will be listed on the Exchange, and will be freely tradeable in Canada, except for: (i) Resulting Issuer Shares held by insiders of the Company and Principals of the Resulting Issuer, which are subject to escrow pursuant to Exchange Policy 5.4; (ii) Resulting Issuer Shares subject to escrow pursuant to the CPC Escrow Agreement; and (iii) Resulting Issuer Shares subject to the SuperBuzz Lock-Up Agreements; and
1. the corporate name of the Resulting Issuer will be "SuperBuzz Inc."

THE RESULTING ISSUER

CORPORATE

STRUCTURE

Name and Incorporation

Immediately after Completion of the Qualifying Transaction, the Resulting Issuer will continue to be subject to the OBCA. It is expected that, following the Completion of the Qualifying Transaction, the Resulting Issuer's registered office will be located at Suite 801, 1 Adelaide Street East, Toronto, Ontario, Canada, M5C 2V9, and its head office will be located at Levi Eshkol 63, Tel Aviv, Israel 6936195.

Intercorporate Relationships

Following the Completion of the Qualifying Transaction. SuperBuzz will be a wholly owned subsidiary of the Resulting Issuer. The chart below represents the corporate structure of the Resulting Issuer.

BUSINESS OF THE RESULTING ISSUER

The Resulting Issuer will carry on the business of SuperBuzz and use the funds available to it as stated in this Prospectus. The Resulting Issuer plans to continue with SuperBuzz's business plan. See "SuperBuzz – Narrative Description of the Business" and "The Resulting Issuer – Available Funds and Principal Uses".

AVAILABLE FUNDS AND PRINCIPAL USES

Available Funds

The fundsthat are expected to be available to the Resulting Issuer inclusive of proceeds raised from the Private Placement and giving effect to the Proposed Qualifying Transaction are described in the following table.

Source of funds	Amount
	\$
Estimated working capital of SuperBuzz(1)	-
Estimated working capital of the Company(2)	109,909
Gross proceeds of Private Placement(3)	2,297,896
Estimated fees and expenses of the Private Placement and Qualifying Transaction(4)	(265,000)
Unallocated	125,000
	2,368,643

Notes

(1) Includes cash, cash equivalents, and marketable securities as at March 31, 2022, based on the audited year-end

financial statements of SuperBuzz and converted to C\$ at the prevailing exchange rate of US\$1.00 = C\$1.2639.

(2) Interim Financial Statements of Cross Border Capital I Inc. for the period ended March 31, 2022, and 2021.
(3) Includes cash, cash equivalents, and marketable securities as at March 31, 2022, based on the unaudited interim financial statement of the Company.
(4) Includes expected fees, expenses, and cash commissions incurred in connection with the Private Placement of approximately \$84,000, assuming no listing, transfer agent, Subscription Receipt Agent, escrow, legal, and other miscellaneous fees.

Principal Uses of Available Funds

The following table sets forth the proposed use of available funds by the Resulting Issuer in order of priority upon completion of the Proposed Qualifying Transaction:

Use of funds(1)	Amount (USD)
	\$
Customer acquisition	244,091
Direct costs of servicing revenues	632,001
Research and development	180,001
Human capital expenditures	597,818
Administration and overhead	236,696
Unallocated	142,288
	2,032,895

Assumptions

(a) Direct costs

Media costs are estimated to be 75% of media revenue (Note 2(a)) as SuperBuzz charges a 25% profit margin on media inventory that is purchased for resale. The cost of servers to run the media inventory is anticipated to be 4% per media revenue dollar, in line with historical expenses.

The remainder of the margin gains over the period will be exclusively attributable to sales of enterprise and direct SaaS (Notes 2(b) and (c)), where higher margins are anticipated.

(b) Salaries and wages

It is management's objective to keep salaries and wages relatively constant throughout the forecasted period. The current budget provides for Company executives, media management, information technology support, and all personnel relevant to ongoing operations.

For any required expansion in workforce, SuperBuzz intends to either outsource or use specific service providers for support and service. For the duration of the forecasted period, such expense is considered redundant as the full-time complement included in this line will be sufficient to address the conservatively projected demand.

(c) Advertising and promotion

SuperBuzz anticipates a growth in advertising and promotion, in proportion to the rise in subscribers. Anticipated proportional spend over the projected 24-month period is: 28% on enterprise clients, 61% on direct clients, and 12% on broad promotional initiatives.

(d) Office and general

Office and general expense consists of rent, insurance, legal, accounting, travel and miscellaneous fees (such as fundraising, when required). These expenditures are expected to remain consistent over the forecasted period.

(e) Accounts payable

Accounts payable is estimated to amount to one month's worth of SuperBuzz'sexpenditures as at the reported balance sheet date, including both direct costs and operating expenses.

The above uses of available funds are estimates only. While management currently intends to use the available funds as set forth in this Prospectus, the Resulting Issuer may reallocate the available funds for sound business reasons. Funds that are not immediately committed to the various uses described above will be invested in short-term, investment-grade interest-bearing securitiessuch as money market accounts, certificates of deposit, commercial paper, guaranteed obligations, and bank demand deposits.

SuperBuzz generated negative cash flow from operating activities in its most recently completed financial year for which financial statements have been included in the Prospectus. SuperBuzz does not anticipate the use of proceeds of the distribution to fund any anticipated negative cash flow from operating activities in future periods.

Business Objectives

General

The Resulting Issuer intends to further the business objectives and pursue the growth strategy described in "SuperBuzz – Description of the Business". Principal objectives include:

Talent acquisition, including management and executive-level recruitment, in the following key areas: sales and business development, marketing, operations, and software development;
Increasing customer acquisition through the use of available funds to: (i) market business offerings to a broader market and (ii) increase existing customer participation through cross-selling existing and new revenue streams;
Entering into partnerships and strategic acquisitions(1) with companies that have multiple digital assets and publishing solutions; and
Supplementing the existing revenue models with direct and enterprise SaaS offerings.

Notes

(1) SuperBuzz has not identified any future acquisition, exploration or development targets as at the date of the Prospectus.

Milestones

The following significant events should occur for the stated business objectives disclosed above to be accomplished. The specific time periods in which each event is targeted to occur and the costs currently estimated concerning each event are listed below:

Cost to Complete	Target Completion Date
\$4,000 /mo.	Ongoing
\$400,000	Ongoing Dec. 2022 Ongoing
	\$5,000 /mo. \$1,375 /mo.

Notes

(1) Funds will come from the "customer acquisition" line of the principal uses of available funds.
(2) The transition from a revenue-sharing model of SaaS will be a combination of research and development as well as direct costs of servicing revenues in the principal uses of available funds.
(3) Funds will come from the "human capital expenditures" in the principal uses of available funds.

DIVIDENDS OR DISTRIBUTIONS

The Resulting Issuer intends to direct its cash towards the development of its business and the identification and evaluation of assets or businesses, and does not expect to declare or pay any dividends or distributions in the foreseeable future. There will be no restrictions precluding the Resulting Issuer from declaring any dividends or distributions on the Resulting Issuer Shares.

DESCRIPTION OF SECURITIES

The attributes of the Resulting Issuer Common Shares will be the same as the Common Shares and will not change as a result of the Proposed Qualifying Transaction. See "The Company – Description of Securities".

OPTIONS TO PURCHASE SECURITIES

Upon completion of the Proposed Qualifying Transaction, there will be 460,000 options to purchase Resulting Issuer Shares outstanding. No grants of options are planned prior to or in connection with Closing of the Proposed Qualifying Transaction, except in connection with the Securities Exchange.

The following table describes the Resulting Issuer Options that will be held by the officers, directors, employees and consultants of the Resulting Issuer upon completion of the Proposed Qualifying Transaction.

		Resulting Issuer Shares
Holder	Number of Optionees	Underlying Options	Exercise Price	Expiry Date
Executive Officers and Former Executive Officers(1)	2	115,000	\$0.10	December 22, 2030
Directors (other than those who are also Executive Officers) and Former Directors	3	115,000	\$0.10	December 22, 2030
Other Current and Former Employees	N/A	Nil	N/A	N/A
Consultants	3	230,000	\$0.10	December 22, 2030
Total		460,000

Note

(1) Includes one executive officer of the Resulting Issuer and one person who was a former executive officer of the Resulting Issuer.

Omnibus Equity Incentive Plan

Upon Completion of the Qualifying Transaction, the Resulting Issuer will adopt the Resulting Issuer Equity Incentive Plan, subject to certain amendments which were approved at the Company Meeting. The maximum number of Resulting Issuer Shares that may be reserved for issuance under the Resulting Plan is 10% of the Resulting Issuer Shares outstanding from time to time. The Resulting Issuer Equity Incentive Plan will be a 10% "rolling" maximum share equity incentive plan, and any increase or reduction in the number of outstanding Resulting Issuer Shares will result in an increase or reduction, respectively, in the number of Resulting Issuer Shares thatare available to be issued under the Resulting Issuer Equity Incentive Plan. The material features of the Resulting Issuer Equity Incentive Plan are described below.

If an award expires or otherwise terminates for any reason without having vested or exercised, the Resulting Issuer Shares that were reserved in respect of the expired or terminated award will again be available for new grants pursuant to the Resulting Issuer Equity Incentive Plan.
The Resulting Issuer Equity Incentive Plan may be terminated by the Resulting Issuer Board at any time, but such termination will not alter the terms or conditions of any awards granted prior to the date of such termination. Any awards outstanding when the Resulting Issuer Equity Incentive Plan is terminated will remain in effect until they are exercised or expire or are otherwise terminated in accordance with the provisions of the Resulting Issuer Equity Incentive Plan.
The Resulting Issuer Equity Incentive Plan provides that it is solely within the discretion of the Resulting Issuer

Board to determine who should receive awards and in what amounts. The Resulting Issuer Board may issue a majority of the awards to Insiders of the Resulting Issuer. However, in no case will the issuance of Resulting Issuer Shares upon the exercise of awards granted under the Resulting Issuer Equity Incentive Plan result in:

o The total number of awards granted to any one individual in any 12-month period shall not exceed 5% of the issued and outstanding Resulting Issuer Shares of the Resulting Issuer at the date of grant (unless the Resulting Issuer has obtained disinterested shareholder approval);
o The total number of awards granted to any Insiders of the Resulting Issuer shall not exceed 10% of the issued and outstanding Resulting Issuer Shares in any 12-month period, calculated at the date of grant; and
o The total number of awards granted to all persons who perform investor relations activities for the Resulting Issuer shall not exceed 2% of the issued and outstanding Resulting Issuer Shares in any 12-month period, calculated at the date of grant.
The term of any Resulting Issuer Option will be fixed by the Resulting Issuer Board at the time of grant, provided that such term shall not exceed 10 years from the grant date. Unless otherwise determined by the Resulting Issuer Board, if a holder of Resulting Issuer Options ceases to be a director, officer, employee or consultant of the resulting Issuer or a Subsidiary (a "Participant") for any reason other than death, any unvested Resulting Issuer Options held by that person may be exercised within 90 days.
The exercise price of Resulting Issuer Options shall be determined by the Resulting Issuer Board in its sole discretion and announced on the grant date, provided that itshall not be lessthan the Discounted Market Price (as defined in the Exchange policies) or, if the Resulting Issuer Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the Resulting Issuer Shares are listed or quoted for trading.
In no case will a Resulting Issuer Option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the Resulting Issuer Option in question.
Any awards granted under the Resulting Issuer Equity Incentive Plan may not be assigned or transferred.
All certificates representing Resulting Issuer Options will be so legended, provided however that the personal representatives of a Participant may exercise the Resulting Issuer Option prior to the expiry date. Resulting Issuer Shares will not be issued pursuant to Resulting Issuer Options granted under the Resulting Issuer Equity Incentive Plan until they have been fully paid for.
The Resulting Issuer Equity Incentive Plan will include provisions relevant to the treatment of awards granted under Israeli tax laws.

PRO FORMA CONSOLIDATED CAPITALIZATION OF THE RESULTING ISSUER

Pro Forma Undiluted Capitalization of the Resulting Issuer

The following table sets forth the pro forma consolidated capitalization of the Resulting Issuer before and after giving effect to the Proposed Qualifying Transaction, taking into account the completed SuperBuzz Split and Private Placement. The table should be read in conjunction with the pro forma financial of the Resulting Issuer and the notes thereto included in this Prospectus. See "Financial Statements".

			Outstanding after giving effect to the Proposed Qualifying Transaction and
	Amount	Outstanding as at	the
	authorized or to	March 31,	Private
Designation of security(1)	be authorized	2022	Placement(2)

Resulting Issuer Shares	Unlimited	5,000,000	34,641,860
-------------------------	-----------	-----------	------------

Notes

(1) Certain securities of the Resulting Issuer are subject to escrow. See "The Resulting Issuer– Escrowed Securities".
(2) On a post-SuperBuzz Split basis.

Pro Forma Fully-Diluted Capitalization of the Resulting Issuer

The following table sets out the pro forma fully-diluted share capital of the Resulting Issuer:

	Amount authorized or to	Outstanding as at March 31,	Outstanding after giving effect to the Proposed Qualifying Transaction and the Private
Designation of security(1)	be authorized	2021	Placement(2)
Resulting Issuer Shares	Unlimited	5,000,000	34,641,860
Resulting Issuer Warrants	N/A	Nil	5,766,025 (3)
Resulting Issuer Options(3)	3,641,860	460,000	460,000
Resulting Issuer RSUs	N/A	Nil	2,763,795(4)
Resulting Issuer Broker Warrants	N/A	300,000	392,395(5)

Notes

(1) Certain securities of the Resulting Issuer are subject to escrow. See "The Resulting Issuer– Escrowed Securities".
(2) On a post-SuperBuzz Split basis.
(3) Includes 20,975 finders warrants issuable to Ariel Katz.
(4) Amount to be authorized under the Resulting Issuer Equity Incentive Plan. The aggregate number of Resulting Issuer Shares authorized for reservation pursuant to grants under the Resulting Issuer Equity Incentive Plan may not exceed 10% of the Resulting Issuer Shares. See "The Resulting Issuer – Options to Purchase Securities – Stock Option Plan".
(5) Includes unallocated RSUs of 693,855 reserved but not granted under the SuperBuzz Global Equity Incentive Plan.

PRINCIPAL SECURITYHOLDERS

The following table lists those persons who will beneficially own, directly or indirectly or exercise control or direction over more than 10% of the issued and outstanding Resulting Issuer Shares after completion of the Proposed Qualifying Transaction and the Private Placement.

		After giving effect to the Proposed Qualifying Transaction and the Private Placement
Name and Municipality of	Type of Ownership	Number of Resulting Issuer	Percentage of Resulting
Residence		Shares	Issuer Shares
Dror Erez	Registered	8,006,213 (1)	23.11%(2)
Tel Aviv, Israel

Notes

(1) Represents 19.9% on a fully-diluted basis. See "The Resulting Issuer – Pro Forma Fully-Diluted Capitalization of the Resulting Issuer".

(2) Percentage based on 34,641,860 Resulting Issuer Shares outstanding on a pro forma basis after giving effect to the Proposed Qualifying Transaction.

DIRECTORS, EXECUTIVE OFFICERS, AND PROMOTERS

The following table sets out, for each proposed directors and executive officers of the Resulting Issuer, the person's name, province or state and country of residence, proposed position(s), and principal occupation.

Directors of the Resulting Issuer will hold office from the closing and, unless re-elected, will retire from office at the end of the next annual meeting of Resulting Issuer Shareholders.

Name and Province or State and Country of Residence	Position to be held with the Resulting Issuer	Principal Occupation, Business or Employment for the Last Five Years	Number of Resulting Issuer Shares owned or controlled, assuming completion of the Proposed Qualifying Transaction
Liran Brenner(1) Tel Aviv, Israel	Chief Executive Officer and Director	Chief Executive Officer, SuperBuzz	2,586,175(3) Nil
Igor Kostioutchenko Maple, Ontario	Chief Financial Officer	Partner, Abacus Group
Nahum Segal(2) Tel Aviv, Israel	Director	CEO of Segal Group	2,336,517(4)
Dror Erez Tel Aviv, Israel	Director	Founder and CEO of Conduit	8,006,213(5)
Tzafrir Peles(2) Tel Aviv, Israel	Director	Consultant	Nil
Sophie Galper Komet(2) Toronto, Ontario	Director	Chief Executive Officer of BST Canada Ltd.	100,000(6)
Steven Glaser(2) Toronto Ontario	Director	Chief Operating Officer, Chief Financial Officer and Director of Pool Safe	Nil
Ahmed Kawasmi Jerusalem, Israel	Vice President of Research and Development	Senior software engineer	Nil
Ohad Avraham Alon Tirat Carmel, Israel	Chief Technology Officer	Software expert and system architect, SuperBuzz	Nil
Netta Lev Sadeh Petach Tikva, Israel	Chief Revenue Officer	Digital media expert	Nil
Grant Duthie Toronto, Ontario	Corporate Secretary	Partner, Garfinkle Biderman LLP	Nil

Notes:

(1) Promoter of the Resulting Issuer.

(2) Proposed member of the Audit Committee.

(3) 5.31% of the Resulting Issuer Shares on a fully-diluted basis.

(4) 18.19% of the Resulting Issuer Shares on a fully-diluted basis. (5) 0% of the Resulting Issuer Shares on a fully-diluted basis.

(6) 0.23% of the Resulting Issuer Shares on a fully-diluted basis.

Upon completion of the Proposed Qualifying Transaction, the proposed directors and executive officers of the Resulting Issuer are expected to beneficially own, or exercise control or direction over, directly or indirectly, 13,145,468 Resulting Issuer Shares, representing 38.15% of the outstanding Resulting Issuer Shares.

Set forth below is a description of the background of the directors and executive officers of the Resulting Issuer who are not directors or officers of the Company or SuperBuzz. For biographical information of Liran Brenner, Igor Kostioutchenko, Nahum Segal, and Dror Erez, and Ohad Avraham Aloni see "SuperBuzz – Directors And Executive Officers". For biographical information of Sophie Galper-Komet, see "The Company – Directors and Executive Officers".

For the proposed directors and executive officers of the Resulting Issuer whom are not directors and executive officers of the

Company or SuperBuzz, their respective appointment to as a director or officer the Resulting Issuer, as set forth below, are contingent upon the closing of the Proposed Qualifying Transaction. Since their respective appointments will not occur until the closing of the Proposed Qualifying Transaction and the listing of the Resulting Issuer Shares on the Exchange, the Company does not believe that the following proposed directors and officers are liable under this Prospectus as there can be no assurance that these individuals will become a director or officer of the Resulting Issuer.

Tzafrir Peles, Proposed Director (Age 53)

Mr. Peles graduated in 2000 with an MBA from the Zicklin School of Business, Baruch College, CUNY, in New York City. Since graduation, Mr. Peles has held various managerial positions in global digital advertising companies, including three successful stints as CEO of various companies. Mr. Peles was the co-Founder and co-CEO of DMG, where he led the spinoff of an online marketing team into a separate digital, technology focused advertising firm. Mr. Peles was the driving force behind the move, which resulted in annual revenue of USD \$50,000,000 for DMG. Mr. Peles combines deep understanding of the digital advertising and Ad-Tech sector, including hands-on experience, with broad managerial, sales and business development background. Prior to his career in digital advertising, Mr. Peles served as Major in an elite unit of the combat engineering troops of the Israel Defense Forces. Mr. Peles currently serves as an active consultant to various organizations in the fields of digital advertising and technology as well as innovation and business development.

As noted above, Mr. Peles is currently not a director of the Company, and his appointment as a director of the Resulting Issuer is contingent upon the closing of the Qualifying Transaction. Given that Mr. Peles is not currently a director of SuperBuzz, and since his appointment as a director of the Resulting Issuer will not occur until the closing of the Qualifying Transaction and the listing of the Resulting Issuer Shares on the TSXV, the Company does not believe that Mr. Peles is liable under this Prospectus as there can be no assurance that Mr. Peles will become a director of the Resulting Issuer.

Steven Glaser, Proposed Director (Age 56)

As noted above, Mr. Glaser is currently not a director of the Company, and his appointment as a director of the Company is contingent upon the closing of the Qualifying Transaction. Given that Mr. Glaser is not currently a director of the Company, and since his appointment as a director of the Company will not occur until the closing of the Qualifying Transaction and the listing of the Resulting IssuerShares on the TSXV, the Company does not believe that Mr. Glaser is liable under this Prospectus as there can be no assurance that Mr. Glaser will become a director of the Resulting Issuer.

Ahmed Kawasmi, Proposed Vice President of Research and Development (Age 38)

Ahmed Kawasmi is a senior Software engineer with B.Sc degree in Software engineering form the Jerusalem College of Engineering. Mr. Kawasmi has more than 13 years of experience in the hi-tech sector, both as full-stack developer and R&D manager. Mr. Kawasmi began his career as full-stack develop at Alfabetic, where he developed a machine-learning multilingual translation tool which used to create cross-lingual ad network, allowing publishers to monetize their content across the language barrier. Alfabetic was later acquired by WhiteSmoke, a market leader in English correction tools. Through his extensive work with many media and technology companies, Mr. Kawasmi brings a wealth of experience to SuperBuzz in the web development, ad networks, CRM, CMS development sectors.

As noted above, Mr. Kawasmi is currently not a VP of the Company, and his appointment as a VP of the Company is contingent upon the closing of the Qualifying Transaction. Given that Mr. Kawasmi is not currently a VP of the Company, and since his appointment as a VP of the Company will not occur until the closing of the Qualifying Transaction and the listing of the Resulting Issuer Shares on the TSXV, the Company does not believe that Mr. Kawasmi is liable under this Prospectus as there can be no assurance that Mr. Kawasmi will become a VP of the Resulting Issuer.

Netta Lev Sadeh, Proposed Chief Revenue Officer (Age 44)

As noted above, Ms. Sadeh is currently not a CRO of the Company, and her appointment as a CRO of the Company is contingent upon the closing of the Qualifying Transaction. Given that Ms. Sadeh is not currently a CRO of the Company, and since her appointment as a CRO of the Company will not occur until the closing of the Qualifying Transaction and the listing of the Resulting Issuer Shares on the TSXV, the Company does not believe that Ms. Sadeh is liable under this Prospectus as there can be no assurance that Ms. Sadeh will become a CRO of the Resulting Issuer.

Grant Duthie, Proposed Corporate Secretary (Age 31)

Mr. Duthie is currently not the corporate secretary of the Company, and his appointment as corporate secretary of the Company is contingent upon the closing of the Qualifying Transaction. Given that Mr. Duthie is not currently the corporate secretary of the Company, and since his appointment as the corporate secretary of the Company will not occur until the closing of the Qualifying Transaction and the listing of the Resulting Issuer Shares on the TSXV, the Company does not believe that Mr. Duthie is liable under this Prospectus as there can be no assurance that Mr. Duthie will become the corporate secretary of the Resulting Issuer.

Other Reporting Issuer Experience

The following table sets out the proposed directors and executive officers of the Resulting Issuer that are, or have been within the last five years, directors or officers of other issuers that are or were reporting issuers in any Canadian jurisdiction (or the equivalent in a jurisdiction outside of Canada):

Name	Name of Reporting Issuer	Trading Market	Position	Term
Dror Erez	Perion Network Ltd. (PERI)	NasdaqGS	Director	January 2015 – Present
Igor Kostioutchenko	Xigem Technologies Corporation	CSE	CFO	February 2021 to Present
	Media Central Corporation	CSE	Controller	January 2020 to November 2021
Steven Glaser	Pool Safe Inc.	TSXV	Director	April 18, 2017 – Present
	Delota Corp.	TSXV	Director	May 31, 2019 – Present
	Green Environmental	N/A	Director	August 4, 2021 – Present
	Technologies Inc.
	DigitMax Global Inc.	CSE	Director	December 31, 2018 – August 20, 2019
Grant Duthie	Jaguar Financial Corporation	N/A	Corporate Secretary	July 13, 2020 – Present
	Jones Soda Co. (formerly,	N/A	Corporate	November 9, 2021 – February
	Pinestar Gold Inc.)		Secretary	14, 2022
	1319743 B.C. Ltd.	N/A	Director	October 21, 2021 – December 13, 2021
	1319741 B.C. Ltd.	N/A	Director	October 21, 2021 – December 9, 2021

1319651 B.C. Ltd.	N/A	Director	October 21, 2021 – December
			20, 2021
1319472 B.C. Ltd.	N/A	Director	October 21, 2021 – December
			13, 2021
1319738 B.C. Ltd.	N/A	Director	October 21, 2021 – December
			13, 2021
1319735 B.C. Ltd.	N/A	Director	October 21, 2021 – December
			20, 2021
1319732 B.C. Ltd.	N/A	Director	October 21, 2021 – December
			9, 2021

For other reporting issuer experience of Sophie Galper-Komet, see "The Company – Directors and Executive Officers".

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, no proposed director, officer or insider of the Resulting Issuer is, or within the 10 years prior to the date of this Prospectus has been, a director or officer of any other issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

As a director and owner of KeyDownload, Mr. Liran Brenner was a guarantor to government-backed loans from two banks, Bank Hapoalim and Bank Leumi, in the amounts of US\$218,000 and US\$30,000, which were used for KeyDownload's operations. After three years of operations, KeyDownload ceased operations due to changes in industry conditions that have forced the company to stop operating. The settled lawsuits arose from claims by suppliers of KeyDownload and were due to KeyDownload's default under agreements with its suppliers and Mr. Brenner was responsible for paying the outstanding amounts owing under the loans. Settlement agreements were reached within the frame of collection proceedings initiated against KeyDownload and Mr. Brenner by Bank Hapo'alim and Bank Leumi, both of which were court approved. As of the date hereof, the remaining balance of the loans totals US\$25,000 to which Liran Brenner expects to pay \$1,000 monthly over a period of two years. As of the date of the Prospectus, no other legal proceeding are expected relating to KeyDownload and its ceasing of operations. Certain lawsuits filed against KeyDownload and Mr. Brenner have been settled and paid in full: a settlement agreement in the amount of US\$25,625 in connection with a lawsuit by Collect Media Collection Agency Ltd. was signed and approved by court; a settlement agreement in the amount of US\$40,625 in connection with a lawsuit by Webtraffic LLC was signed and approved by court; a settlement agreement in the amount of US\$13,556 in connection with a lawsuit by Guppy Games Inc. was signed and approved by court; a settlement agreement in the amount of US\$11,749 in connection with a lawsuit by Geyron Ads S.L. was signed and approved by court; and a settlement agreement in the amount of US\$46,875 in connection with a lawsuit by Taptica International Ltd. was signed and approved by court.

Penalties or Sanctions

No proposed director, officer or insider of the Resulting Issuer, or shareholder holding sufficientsecurities to affect materially the control of the Resulting Issuer, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would be likely to be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No proposed director, officer or insider of the Resulting Issuer, shareholder holding sufficient securities to affect materially the control of the Resulting Issuer, or personal holding company of any such persons has, within the 10 years before the date of this prospectus, as applicable, become bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver or receiver manager or trustee appointed to hold the assets of that individual.

Conflicts of Interest

Some of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon the completion of the Proposed Qualifying Transaction are also directors and/or officers and/or promoters of other reporting and non-reporting issuers. Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer. Directors and executive officers of the Resulting Issuer will be bound by the provisions of the OBCA to act at all times in good faith in the interest of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. Any conflicts of interest will be subject to the procedures and remedies provided under the OBCA.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Resulting Issuer expects to provide a market-based blend of base salaries and bonuses, and equity incentive components in the form of Resulting Issuer Options to align the interests of executive officers with the interests of the Resulting Issuer's shareholders.

After Closing, the Resulting Issuer Board acting as a whole will determine the compensation of executive officers and directors, and grants of Resulting Issuer Options.

It is anticipated that historical executive compensation disclosure provided for the Company and SuperBuzz are indicative of the expected executive compensation disclosure for the Resulting Issuer.

Compensation of Directors

Resulting Issuer Board as a whole will determine the compensation of directors of the Resulting Issuer. It is not anticipated that the Resulting Issuer will provide its directors with any compensation for attending meetings of the Resulting Issuer Board or any of its committees. However, directors will be eligible to receive grants of Resulting Issuer Options pursuant to the Stock Option Plan from time to time on a basis commensurate with industry standards, reflecting the responsibilities and risks involved in being a director of the Resulting Issuer. Non-management directors will also be reimbursed for transportation and other out-of-pocket expenses incurred in connection with attending meetings, and generally in discharging their director functions.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee

Under NI 41-101, the Company required to include in this Prospectus the disclosure required under Form 52-110F2 with respect to the Audit Committee of the Resulting Issuer. The Company is relying on the exemption provided in Section 6.1 of NI 52-110 as the Resulting Issuer will be a "venture issuer". As a result, the Resulting Issuer will be exempt from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Following the completion of the Proposed Qualifying Transaction, the Resulting Issuer is expected to continue to use the audit committee charter of the Company attached as Schedule "B" to this Prospectus.

The audit committee of the Resulting Issuer will consist of Sophie Galper-Komet, Tzafrir Peles, Steven Glaser and Nahum Segal. Each of the proposed members of the Resulting Issuer audit committee will be "independent" and "financially literate" as such terms are defined in NI 52-110 and all members of the audit committee are not executive officers, employees or control person of the Resulting Issuer or of an affiliate of the Resulting Issuer. Please refer to "The Resulting Issuer – Directors and Executive Officers" and "SuperBuzz –Directors And Executive Officers" for biographical information detailing the relevant education and experience of each audit committee member that would provide (a) an understanding of the accounting principles used by the Resulting Issuer to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth of and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Resulting Issuer's financialstatements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting. The Resulting Issuer audit committee is not anticipated to adopt any specific policies and procedures for the engagement of non-audit services.

Corporate Governance

Set forth below is a description of the corporate governance practices to be adopted by the Resulting Issuer, provided pursuant to Form 58-101F2 of NI 58-101. The Resulting Issuer will implement and adopt a continuous disclosure policy and insider trading policy no later than the first date following the Closing on which the Resulting Issuer is required to file financial statements under applicable Canadian securities laws.

Insider Trading Policy

The insider trading policy to be adopted by the Resulting Issuer shall provide for "blackout" periods or similar periods during which insiders and other persons who are subject to the policy are prohibited from trading in securities of the Resulting Issuer during the restricted period.

No trades or other transactions in securities of the Resulting Issuer (including the exercise of stock options or transactions involving other forms of equity-based compensation) shall be carried out by directors and officers of the Resulting Issuer and all employees who receive notice from the Chief Executive Officer that they are designated blacked-out employees in respect of a given period during the period of time beginning two weeks before the end of each fiscal quarter until second trading day after the financial results have been disclosed by the Resulting Issuer by way of a news release. Trading blackout periods may also be prescribed from time to time as a result of special circumstances relating to the Resulting Issuer. All directors and officers and employees with knowledge of such special circumstances will be covered by the black-out. The board of directors of the Resulting Issuer will not approve the grant of stock options or other forms of equity-based compensation awards during the period of any trading black-out.

The board of directors of the Resulting Issuer will not approve the grant of stock options or other forms of equity-based compensation awards during the period of any trading black-out.

The following transactions by insiders with respect to derivative-based transactions of the Resulting Issuer are also specifically prohibited:

Short sales
Monetization of equity awards (such as stock options, deferred and restricted share units, and other equity-like securities)
Transactions in derivatives on Resulting Issuer securities (such as put and call options)
Any other hedging or equity monetization transactions where the individual's

economic interest and risk exposure in the Resulting Issuer's securities are changed (such as collars or forward sales contracts)

New directors and officers and employees of the Resulting Issuer will be provided a copy and required to read the insider trading policy as part of the hiring and on-boarding process.

Board of Directors

The Resulting Issuer Board will be responsible for the general supervision of the management of the Resulting Issuer's business and affairs with the objective of enhancing shareholder value. The Resulting Issuer Board will discharge its responsibilities directly and through its committees.

A director is considered independent within the meaning of NI 58-101 if he or she has no direct or indirect "material relationship' with the company. In addition to certain objective criteria, a "material relationship" is defined as a relationship which could, in the view of the board, be reasonably expected to interfere with the exercise of a director's independent judgment.

The Resulting Issuer Board will consist of five directors. Dror Erez will be the Chairman of the Board. Tzafrir Peles will act as independent lead director and will assume the duties of the Chairman as and when required to address any actual or potential conflicts of interest. Of the proposed directors of the Resulting Issuer, Nahum Segal, Dror Erez, Tzafrir Peles, Sophie Galper-Komet, and Steven Glaser will be considered "independent" as such term is defined in NI 58-101. Liran Brenner will not be considered independent by virtue of his management position.

Orientation and Continuing Education

It is not anticipated that the Resulting Issuer Board will adopt any formal policies with respect to the orientation of new directors, nor does is it anticipated to provide continuing education for the directors. Formal policies with respect to director orientation and education will be implement as and when warranted by growth of the Resulting Issuer's operations.

Ethical Business Conduct

The Resulting Issuer Board is not expected to adopt a formal written Code of Business Conduct and Ethics. To ensure that an ethical business culture is maintained and promoted, directors will be encouraged to exercise their independent judgment. If a director has a material interest in any transaction or agreement that the Resulting Issuer proposes to enter into, such director will be expected to disclose such interest to the Resulting Issuer Board in compliance with all applicable laws, rules and policies which govern conflicts of interest in connection with such transaction or agreement. Further, any director who has a material interest in any proposed transaction or agreement will be excluded from the portion of the Resulting Issuer Board's meeting concerning such matters and will be further precluded from voting on such matters. Should the Resulting Issuer's operations grow in size and scope or should the Resulting Issuer Board consider it in the best interests of the Resulting Issuer, the Resulting Issuer Board will adopt additional policies and standards relating to ethical business conduct, which will be in line with industry standards and applicable laws.

Nomination of Directors

It is not anticipated that Resulting Issuer will adopt a formal process with respect to the appointment of new directors. Additional directors will be recruited by the Resulting Issuer Board, and the recruitment process will involve both formal and informal discussions the directors and management of the Resulting Issuer.

Compensation

It is not anticipated that the Resulting Issuer Board will receive cash compensation for acting in such capacity. However, directors will be eligible to receive grants of Resulting Issuer Options pursuant to the Stock Option Plan from time to time on a basis commensurate with industry standards, reflecting the responsibilities and risks involved in being a director of the Resulting Issuer. Non-management directors will also be reimbursed for transportation and other out-of-pocket expenses incurred in connection with attending meetings, and generally in discharging their director functions.

Compensation of executive officers will be determined by the Resulting Issuer Board as a whole, except for the compensation of the Chief Executive Officer, which will be determined by the independent members of the Resulting Issuer Board.

Other Board Committees

The Resulting Issuer Board may establish such other committees as it determines to be appropriate. The membership and duties of any such committee will be determined after Closing of the Proposed Qualifying Transaction.

Assessments

The Resulting Issuer will not have a formal process for assessing the effectiveness of the Resulting Issuer Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant.

Conflict of interest

As the Audit Committee is comprised of four directors of the Resulting Issuer, the CFO can abstain from voting or recuse herself from meetings where having management present may not be conducive to the Audit Committee in carrying out its mandate. Internal and external auditors are encouraged to seek "in camera" sessions without the presence of management with the Audit Committee should such auditors believe it in the best interest of the mandate they are tasked to carry out. These "in camera" sessions also extend to external advisors such as legal counsel.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Prospectus, no director or officer of the Resulting Issuer, or any Associate or Affiliate of any of them is indebted to the Resulting Issuer, nor is any indebtedness of any such person the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Resulting Issuer.

INTERESTS OF PROPOSED MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Prospectus, none of the directors or executive officers of the Resulting Issuer, or persons or companies that beneficially own, or control or direct, directly or indirectly, more than 10% of the outstanding Resulting Issuer Shares, or any Associate or Affiliate of any of the foregoing, has any material interest, direct or indirect, in any transactions in which the Resulting Issuer has participated within the three years before the date of this Prospectus, which has materially affected or is reasonably expected to materially affect the Resulting Issuer.

ESCROWED SECURITIES

An aggregate of 2,000,000 Common Shares and 460,000 Company Options are held in escrow as CPC Escrow Shares with the Escrow Agent. Pursuant to the Proposed Qualifying Transaction, such Common Shares and Company Options will become 2,000,000 Resulting Issuer Shares and 460,000 Resulting Issuer Options, respectively, of which approximately 2,000,000 Resulting Issuer Shares and 460,000 Resulting Issuer Options will remain in escrow pursuant to the CPC Escrow Agreement.

The Company and SuperBuzz expect that 13,162,031 Resulting Issuer Shares issued to former SuperBuzz Shareholders, and 1,183,257 Resulting Issuer RSUs issued to former holders of SuperBuzz RSUs pursuant to the Proposed Qualifying Transaction will be held by persons who are Principals of the Resulting Issuer, and will accordingly be subject to escrow in accordance with Exchange policies. In addition, it is expected that all SuperBuzz Shareholders, aside from SuperBuzz Shareholders who purchased SuperBuzz Shares in the Private Placement, will enter into a SuperBuzz Lock-Up Agreement.

CPC Escrow

The following table sets out, as of the date of this Prospectus, the Resulting Issuer Shares that will be held in escrow with the Escrow Agent pursuant to the CPC Escrow Agreement:

Designation of class	Number of Escrowed Securities	Percentage of class prior to giving effect to the Proposed Qualifying Transaction and Private Placement	Percentage of class after giving effect to the Proposed Qualifying Transaction and Private Placement
Resulting Issuer Shares	2,000,000	40%	5.8%
Resulting Issuer Options	460,000	100%	100%

Under the CPC Escrow Agreement, 25% of the CPC Escrow Shares will be released from escrow on the date of issuance of the Final Exchange Bulletin and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the date of the Final Exchange Bulletin.

If the Resulting Issuer meetsthe Exchange's Tier 1 listing requirements either at the time the Final Exchange Bulletin isissued or subsequently, the release of the CPC Escrow Shares will be accelerated. An accelerated escrow release will not commence until the Resulting Issuer has made application to the Exchange for listing as a Tier 1 issuer and the Exchange has issued a bulletin that announces the acceptance for listing of the Resulting Issuer on Tier 1 of the Exchange.

The Exchange's prior consent must be obtained before a transfer within escrow of CPC Escrow Shares. Generally, the Exchange will only permit a transfer within escrow to be made to incoming Principals in connection with a proposed Qualifying Transaction.

Qualifying Transaction Escrow

All of the Resulting Issuer securities to be issued pursuant to the Proposed Qualifying Transaction to Principals of the Resulting Issuer, and certain other individuals as determined by the Exchange, will be subject to escrow restrictions, unless otherwise determined by the Exchange. Upon completion of the Proposed Qualifying Transaction, such persons will be required to place a certain number of their Resulting Issuer securities into escrow pursuant to the terms of a Surplus Security Escrow Agreement.

The Surplus Security Escrow Agreement restricts the ability of the Principals and certain other individuals to deal with the Resulting Issuer Shares while they are in escrow. The Surplus Security Escrow Agreement provides that the escrowed Resulting Issuer securities shall not be sold, assigned, hypothecated, transferred within escrow or otherwise dealt with in any manner without the written consent of the Exchange. An entity, controlled by one or more persons, that holds escrowed Resulting Issuer securities may not participate in a transaction that results in a change of its control or a change in the economic exposure of the persons to the risks of holding escrowed Resulting Issuer securities.

Generally, if at least 75% of the securities issued pursuant to the Proposed Qualifying Transaction are not securities issued pursuant to a transaction for which the deemed value of the securities at least equals the value ascribed to the asset, using a valuation method acceptable to the Exchange, then the securities will be deposited into a Surplus Security Escrow Agreement.

In the case of an issuer that will be a Tier 2 issuer when the Final Exchange Bulletin is issued, the Surplus Security Escrow Agreement provides for a three year escrow release mechanism with 5% of the escrowed securities releasable at the time of the Final Exchange Bulletin, 5% on the date which is 6 months after the Final Exchange Bulletin, 10% on each of the dates which are 12 and 18 months after the Final Exchange Bulletin, 15% on each of the dates which are 24 and 30 months after the Final Exchange Bulletin and 40% on the date which is 36 months after the Final Exchange Bulletin.

In the case of an issuer that will be a Tier 1 issuer when the Final Exchange Bulletin is issued, the Surplus Security Escrow Agreement provides for an 18 month escrow release mechanism with 10% of the escrowed securities being releasable upon the issuance of the Final Exchange Bulletin, 20% on the date which is 6 months after the Final Exchange Bulletin, 30% on the date which is 12 months after the Final Exchange Bulletin and 40% on the date which is 18 months after the Final Exchange Bulletin.

The following table lists the names of beneficial owners of the securities that will be subject to a Surplus Security Escrow Agreement, as applicable, and the number of securities held by each:

Name and Municipality of Residence of Securityholder	Designation of class	Number of escrowed securities(1)	Percentage of class after giving effect to the Proposed Qualifying Transaction and PrivatePlacement
Liran Brenner	Resulting Issuer Shares	2,586,175	7.47%
Tel Aviv, Israel	Resulting Issuers RSUs	1,057,633	38.27%
Dror Erez	Resulting Issuer Shares	8,006,213	23.11%
	Resulting Issuer RSUs	107,290	3.88%
Tel Aviv, Israel
Nahum Segal	Resulting Issuer Shares	2,336,517	6.74%
	Resulting Issuer RSUs	18,334	0.66%
Tel Aviv, Israel
Total	Resulting Issuer Shares	12,928,905	37.32%
	Resulting Issuer RSUs	1,183,257	42.81%

Seed Share Resale

All securities issued by SuperBuzz to non-Principal SuperBuzz securityholders prior to the Qualifying Transaction are subject to seed share resale restrictions ("SSRRs") under Exchange Policy 5.4. The SSRRs are imposed in addition to statutory hold periods. The following table lists the names of beneficial owners of the securities that will be subject to SSRRs:

Name and Municipality of Residence of Securityholder	Designation of class	Number of escrowed securities(1)	SSRR Hold Period	Percentage of class after giving effect to the Proposed Qualifying Transaction and Private Placement
Avi Ben David Tel Aviv, Israel	Resulting Issuer Shares	2,423,820	10% day one and 15% every six months	7.00%
Ronny Ben David Tel Aviv, Israel	Resulting Issuer Shares	287,353	10% day one and 15% every six months	0.83%
Total	Resulting Issuer Shares	2,711,173		7.83%

SuperBuzz Lock-Up Agreements

All SuperBuzz securityholders, aside from SuperBuzz Shareholders who purchased SuperBuzz Shares in the Private Placement, are subject to a lock-up agreement with the Company, prohibiting the sale, assignment or transfer of their SuperBuzz Shares or any Common Shares for a period of four (4) months following the Listing Date. For greater clarity, the Resulting Issuer Shares and the Resulting Issuer Warrants received by purchasers of Subscription Receipts will not have any resale restrictions immediately after the Closing.

Transfers of Escrowed Securities

Where escrowed Resulting Issuer Shares are to be held by a person that is not an individual, such person will be required to agree not engage in any transaction that would result in the change of control of such person while its securities of the Resulting Issuer are held in escrow. Any such person will be required to further undertake to the Exchange that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities which could reasonablyresult in a change of control of the person.

All holders of escrowed securities must obtain Exchange consent to transfer securities held in escrow, other than in specified circumstances set out in the applicable escrow agreement.

RISK FACTORS

The current business of SuperBuzz will be the business of the Resulting Issuer following Completion of the Qualifying Transaction. Accordingly, risk factors relating to SuperBuzz's current business will be risk factors relating to the Resulting Issuer's business. Due to the nature of SuperBuzz's business, the legal and economic climate in which it operates and its present stage of development and proposed operations, SuperBuzz is subject to significant risks. SuperBuzz's future development and actual operating results may be very different from those expected as at the date of this Prospectus. Readersshould carefully consider all such risks, which include but are not limited to the following.

Risks Related to the Business

SuperBuzz's commercial and financial success depends on the success of its current technology and/or products.

SuperBuzz's future success depends upon building and expanding its commercial international operations in Canada, the United States, Australia, and other international markets, as well as entering additional markets to commercialize all of its products and technologies. If SuperBuzz fails to expand the use of its technologies in a timely manner and penetrate the available markets that the products are intended to serve, SuperBuzz may not be able to expand its markets and grow revenue, the value of SuperBuzz may decline and investors may lose money.

Unanticipated delays or problems associated with SuperBuzz products and improvements may cause customer dissatisfaction.

SuperBuzz's future success is dependent on its ability to continue to develop and expand its products and technologies and to address the needs of its customers. There may be delays in releasing new SuperBuzz products in the future – any material delays may cause customers to forego purchases of SuperBuzz's products to purchase competitors' offerings instead. SuperBuzz may need to develop new products and services and rapid technological change could render its systems obsolete.

The industry in which SuperBuzz operates is characterized by rapid technological change, frequent product launches and service introductions and enhancements, in addition to changes in customer requirements and evolving industry standards. The introduction of new products and/or technologies in addition to the emergence of new industry standards and/or improvements to existing technologies could render SuperBuzz's platform obsolete and/or relatively less competitive.

SuperBuzz's commercial and financial success depends on market acceptance, which, if not achieved, will result in SuperBuzz's inability to generate revenue to support its operations.

The commercial success of SuperBuzz depends, among other things, on market acceptance of its products. The success of SuperBuzz's technology and/or any new products and services that it may launch, is dependent upon its ability to attract and retain a critical mass of potential customers in the Ad Tech space. The sales cycle for new customers can be lengthy and timeconsuming. Customers may not be willing to invest the time and resources necessary to achieve the necessary integration required to successfully deploy SuperBuzz's technology. Competitive pricing and market acceptance also depends on the future pricing and availability of competing products and the perceived comparative efficacy of its products. If SuperBuzz cannot reach this market, or cannot offer competitive pricing packages, its operating results and revenues will be adversely affected.

Negative Cash Flow from Operations

SuperBuzz had negative cash flow for its most recently completed financial year for which financial statements have been included in the Prospectus. To the extent that the SuperBuzz has negative operating cash flow in future periods, it will need to allocate a portion of its cash to fund such negative cash flow. If the SuperBuzz experiences future negative cash flow, the Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that SuperBuzz will be able to generate a positive cash flow from its operations, that additional capital or other types of financing will be available when needed, or that these financings will be on terms favourable to SuperBuzz.

A substantial majority of SuperBuzz's revenue depends on major customers.

A significant amount (~90%) of SuperBuzz's revenue is derived from three major customers, which constituted the majority of SuperBuzz's revenue for the year ended December 31, 2021. SuperBuzz expects that the working relationship with these three customers will continue to be profitable to all parties. Should any of these customers lose confidence in the value or effectiveness of SuperBuzz's technology or services, this working relationship could end and SuperBuzz's revenue would significantly decline.

Growth forecasts included in this Prospectus may prove to be inaccurate and are subject to various assumptions and qualifications.

Growth forecasts are based on assumptions and estimates which may not prove to be accurate. The third-party forecasts included in this Prospectus relating to the expected growth in the Ad Tech and real-time buying markets may prove to be inaccurate and are subject to various assumptions and qualifications.

SuperBuzz may require additional capital to support its operations or the growth of its business, and it cannot be certain that this capital will be available on reasonable terms when required, or at all.

From time to time, SuperBuzz may need additional financing to operate or grow its business. The ability to continue as a going concern may be dependent upon raising additional capital from time-to-time to fund operations. SuperBuzz's ability to obtain additional financing, if and when required, will depend on investor and lender willingness, its operating performance, the condition of the capital markets and other facts, and SuperBuzz cannot assure anyone that additional financing will be available to it on favorable terms when required, or at all. If SuperBuzz raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its current stock, and its existing stockholders may experience dilution. If SuperBuzz is unable to obtain adequate financing or financing on terms satisfactory to it when it requires it, its ability to continue to support the operation or growth of its business could be significantly impaired and its operating results may be harmed.

SuperBuzz's growth strategy may not achieve the anticipated results.

SuperBuzz's future success will depend on its ability to grow its business, including through commercialization of its products. Growth and innovation strategies require significant commitments of management resources and capital investments and SuperBuzz may not grow its revenues at the rate it expects or at all. As a result, SuperBuzz may not be able to recover the costs incurred in developing its technology and products or to realize their intended or projected benefits, which could materially adversely affect its business, financial condition or results of operations.

Changes to business model

SuperBuzz plans to switch business models from push traffic monetization to a SaaS model. This change could lead to a decline in revenues and slow the growth of company's revenues due to investments in R&D, optimization and high resources allocation needed to build the SaaS model efficiency.

SuperBuzz faces substantial competition in the future and may not be able to keep pace with the rapid technological changes which may result from others discovering, developing or commercializing products before or more successfully than SuperBuzz. The activities of competing companies, or others, may limit SuperBuzz's revenues.

In general, the development and commercialization of new SaaS products is highly competitive and is characterized by extensive research and development and rapid technological change. Market share can shift as a result of technological innovation and other business factors. Commercial opportunities for SuperBuzz's products may be reduced if SuperBuzz's competitors develop or market products or novel technologies that are more effective, are better tolerated, are more accepted by the market, have better distribution channels, or are less costly than that offered by SuperBuzz. If those products gain market acceptance, SuperBuzz's revenue and financial results could be adversely affected. If SuperBuzz fails to develop new products or enhance existing products, its leadership in the current markets served could erode, and its business, financial condition and results of operations may be adversely affected.

While SuperBuzz's Platform is unique and utilizes AI technology, there are a number of indirect competitors in the push notifications and Ad Tech space. Such competitors include large and small companies that may have significant access to capital resources, competitive product pipelines, substantial research and development staffs and facilities, and substantial experience in the market. SuperBuzz recognizes the need to invest in research and development to continue to add high-value, differentiated products. Management also recognizes the need to ensure customer satisfaction through all phases of the sales cycle and intends to invest in competitive intelligence and analysis as it relates to the dynamics of the market, as well as in trends in technology and in products as they are introduced into the market. However, SuperBuzz may not be able to compete with competitors that are more established in the market.

SuperBuzz depends on highly skilled personnel to grow and operate its business. If SuperBuzz is not able to hire, retain, and motivate its key personnel, its business may be adversely affected.

SuperBuzz's success depends in part upon a number of key employees, including members of senior management who have extensive experience in the industry. Competition for talented senior management is intense and SuperBuzz's ability to successfully develop and maintain a competitive market position will depend in part on its ability to attract and retain highly qualified and experienced management. The loss of the services of key personnel could have a materially adverse effect on SuperBuzz's business.

Internal control over financial reporting may not prevent or detect misstatements, and projections of any evaluation of effectiveness to future periods may be subject to changes in conditions or deterioration in compliance with procedures.

SuperBuzz has a limited administrative staff, meaning internal controls which rely on segregation of duties in many cases are not possible. The Resulting Issuer does not have the resources, size and scale to hire additional staff to address this potential weakness at this time. To help mitigate the impact of this, SuperBuzz relies on the performance of compensating procedures and senior management's review and approval.

As a venture issuer, the Resulting Issuer will not be required to certify the design and evaluation of its disclosure controls and procedure ("DC&P") and internal controls over financial reporting ("ICFR"), and as such SuperBuzz has not completed such an evaluation. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in National Instrument 52-109 Certification of Disclosure In Issuers' Annual and Interim Filings may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

If SuperBuzz fails to develop widespread brand awareness cost-effectively, its business may suffer.

SuperBuzz believes that developing and maintaining widespread awareness of its brand in a cost-effective manner is critical to achieving widespread acceptance of its products. SuperBuzz's marketing efforts are directed at growing brand awareness. Brand promotion activities, although they have been successful in the past, may not generate customer awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses incurred in brand building. If SuperBuzz fails to successfully promote and maintain its brand, or incur substantial expenses in doing so, SuperBuzz may fail to attract or retain customers necessary to realize a sufficient return on its brand building efforts, or to achieve the widespread brand awareness that is critical for broad adoption of its products.

Possible failure to realize anticipated benefits of future acquisitions could impact SuperBuzz's business.

SuperBuzz may in the future complete acquisitions to strengthen its position in the Ad Tech industry and to create the opportunity to realize certain benefits including, among other things, potential cost savings. Achieving the benefits of any future acquisitions depends, in part, on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as SuperBuzz's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with its own. The integration of acquired businesses requires the dedication of substantial management effort, time and resources which may divert management's focus and resources from other strategic opportunities and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, customer and employee relationships that may adversely affect SuperBuzz's ability to achieve the anticipated benefits of these and future acquisitions.

There is intense competition in the Ad Tech industry.

The Ad Tech industry is highly competitive and rapidly changing. SuperBuzz may be significantly affected by new product introductions and geographic expansion by existing competition and expects that competition will intensify in the future. Specific factors upon which SuperBuzz competes include, but are not limited to, functionality of its applications, ease of use, timing for implementation, quality of support and services, and price. SuperBuzz's potential competitors include other companies selling SaaS services and technology in the search engine marketing and advertising space. Many of these potential competitors have significantly greater financial, technical, marketing and other resources than SuperBuzz has. Many of them also have longer operating histories, greater name recognition and stronger relationships with merchants and consumers who use or might use a low- value-payment service. SuperBuzz may not be able to compete successfully with these competitors.

There is inherent technology and development risk in SuperBuzz's business and industry.

The SuperBuzz approach utilizes technology principally architected and developed by the company. There can be no assurances that SuperBuzz will meet its targeted development or integration timelines such that it will be able to offer solutions at competitive pricing, or that SuperBuzz can continue to enhance and improve the responsiveness, functionality and features of its technology and enable the solutions to scale at a reasonable cost. In addition, there is a risk that third parties may have applied for or been granted patents for certain processes or technology which SuperBuzz has already deployed or intends to deploy, in which case SuperBuzz may incur additional costs or be prohibited from using or implementing certain product features or processes in one or more countries. SuperBuzz's Platform incorporates complex AI technology and software. Accordingly, they may contain errors, or "bugs", that could be detected at any point. Such errors could materially and adversely affect SuperBuzz's reputation, resulting in claims and/or significant costs to SuperBuzz, and/or cause consumers, merchants, licensees and other parties to abandon SuperBuzz's solutions and impair SuperBuzz's ability to market and sell solutions and services in the future. The costs incurred in correcting any errors and satisfying any such claims may be substantial and could adversely affect SuperBuzz's operating margins. While SuperBuzz plans to continually test its solutions for errors and work with customers and merchants through its maintenance support services to identify and correct bugs, errors may be found in the future.

SuperBuzz maintains data on cloud storage servers, which could be the target of a security breach.

SuperBuzz's business faces certain security risks. SuperBuzz's products and services involve storage using cloud-based hosting service. Although data is stored in specialized security groups and are externally encrypted, storage hardware and networking infrastructure is provided by a third party, and security breaches and cyberattacks expose it to a risk of loss of this information, litigation and potential liability. If an actual or perceived breach of security and/or cyberattack occurs, the market perception of the effectiveness of SuperBuzz's security measures could be harmed, SuperBuzz could lose users and it may incur significant legal and financial exposure, including legal claims and regulatory fines and penalties. Computer viruses, break-ins, cyberattacks or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to clients. Any failure to adequately address these risks could have an adverse effect on the business and reputation of the Resulting Issuer.

There could be interruptions or delays from cloud servers that could affect SuperBuzz's products or services.

SuperBuzz's Platform and services involve storage using a third-party cloud-based hosting service. Any damage to, or failure of, the hosting service's systems generally could result in interruptions in the use of SuperBuzz's products or services. Such interruptions may reduce our revenue, cause customers to terminate their subscriptions and adversely our ability to attract new customers. SuperBuzz's business will also be harmed if its customers and potential customers believe its products or services are unreliable.

Risks Related to Worldwide Economic Conditions

Currency exchange rates fluctuations could adversely affect SuperBuzz's operating results.

SuperBuzz is exposed to the effects of fluctuations in currency exchange rates. Since SuperBuzz conducts some of its business in currencies other than US dollars but reports its operating results in US dollars, it faces exposure to fluctuations in currency exchange rates. Consequently, exchange rate fluctuations between the US dollar and other currencies could have a material impact on SuperBuzz's operating results. Downturns in general economic and market conditions may reduce demand for SuperBuzz's products and could negatively affect SuperBuzz's revenue, operating results and cash flow.

Recent events in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, financial developments seemingly unrelated to SuperBuzz or to SuperBuzz's industry could materially adversely affect SuperBuzz over the course of time. Volatility in the market could hurt SuperBuzz's ability to raise capital. Potential price inflation caused by an excess of liquidity in countries where SuperBuzz conducts business may increase the costs incurred to sell SuperBuzz's products and may reduce SuperBuzz's profit margins. As a result of downturns in general economic and market conditions, potential customers may not be interested in purchasing SuperBuzz products. Any of these events, or other events caused by turmoil in world financial markets may have a material adverse effect on SuperBuzz's business, operating results and financial conditions.

SuperBuzz has its core operations in an emerging market, which carries potential risks to its business.

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments.

All of SuperBuzz's current operations are in Israel, which has a history of military instability. While there is no current instability, this is subject to change in the future and could adversely affect SuperBuzz's business, financial condition and results of operations. In particular, fluctuations in the Israeli economy and actions adopted by the government of Israel may have a significant impact on companies operating in Israel, including SuperBuzz. Specifically, SuperBuzz may be affected by inflation, foreign currency fluctuations, regulatory policies, business and tax regulations and in general, by the political, social and economic scenarios in Israel and in other countries that may affect Israel.

Government regulation could adversely affect SuperBuzz's business.

Government regulation may increase the costs of doing business online. Certain legislation has been enacted or is under consideration relating to online advertising and SuperBuzz's management team expects further legislation and regulation related to advertising online, the use of geo-location data to inform advertising, the collection and use of anonymous internet user data and unique device identifiers, such as IP address or mobile unique device identifiers, and other data protection and privacy regulation. Such legislation could affect the costs of doing business online, and may adversely affect the demand for SuperBuzz's Platform or otherwise harm its business, results of operations and financial condition. For example, new laws and regulations in key markets of SuperBuzz's business could impact SuperBuzz's ability to collect, use, retain, protect, disclose, transfer and otherwise process personal information. The EU General Data Protection Regulation (GDPR), The Personal Information Protection and Electronic Documents Act and substantially similar provincial privacy laws in Canada provide that IP addresses are personal information. While SuperBuzz takes certain measures to protect the security of information that it collects, uses and discloses in the operation of its business, a data breach would create exposure to potential for claims for damages by consumers whose personal information has been disclosed without authorization. Evolving and changing definitions of personal information in the jurisdictions in which we offer our products and technologies, especially relating to classification of machine or device identifiers, location data and other information, have in the past, and may in the future, cause SuperBuzz to change business practices, or limit or inhibit SuperBuzz's ability to operate or expand its business. Data protection and privacy-related laws and regulations are evolving and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. While SuperBuzz takes measures to protect the security of information that it collects, uses and discloses in the operation of its business, and to offer certain privacy protections with respect to such information, such measures may not always be effective.

In addition, while SuperBuzz actively attempts to avoid collecting identifiable data about consumers, it may inadvertently receive this information from advertisers or advertising agencies or through the process of delivering advertising and may inadvertently release this information in contravention of applicable privacy legislation. The Resulting Issuer's failure to comply with applicable laws and regulations, or to protect personal information, could result in enforcement action against the Resulting Issuer, including fines, imprisonment of its officers and public censure, claims for damages by consumers and other affected individuals, damage to the company's reputation and loss of goodwill, any of which could have a material adverse impact on operations, financial performance and business. Even without a specific data breach, the perception of privacy concerns, whether or not valid, may harm the Resulting Issuer's reputation and inhibit adoption of its offerings by current and future advertisers and advertising agencies.

Conditions in Israel may affect SuperBuzz's business, results of operations and financial condition.

SuperBuzz's core operations are in Tel Aviv, Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. As a result, SuperBuzz is vulnerable to the political, economic, legal, regulatory and military conditions affecting Israel and the Middle East. Armed conflicts between Israel and its neighboring countries and territories occur periodically and a protracted state of hostility has, in the past, resulted in security and economic difficulties for Israel. Any such hostilities or escalation thereof, armed conflicts or violence in the region could adversely affect SuperBuzz's business, results of operations and financial condition. To date, such conflicts have not had a material effect on business, results of operations or financial condition. In addition, SuperBuzz may be adversely affected by other events or factors affecting Israel such as the interruption or curtailment of trade between Israel and its trading partners, a significant downturn in the economic or financial condition of Israel, a significant downgrading of Israel's internal credit rating, labour disputes and political instability, including riots and uprisings.

Furthermore, there are a number of countries, primarily in the Middle East, as well as some Muslim countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also be certain countries or businesses that may exert pressure on SuperBuzz's partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws or policies directed towards Israel or Israeli businesses could have a material adverse effect on SuperBuzz's business, results of operations and financial condition.

Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of SuperBuzz, which could disrupt business operations for a significant period of time.

SuperBuzz must hold various approvals authorizing its activities in Israel. In order for SuperBuzz to carry on business operations in Israel, it must: (i) be registered with the Registrar of Companies; (ii) be registered with the Israel Tax Authorities; and (iii) hold a business license which is issued by the local municipality in which the business operates. Furthermore, in order to carry on operations in accordance with the International Organization for Standardization ("ISO") standards, SuperBuzz is also required to hold ISO certificates. Although SuperBuzz believes that all such required registrations, certificates and licenses are in good standing as of the date of this Prospectus, if renewals or new permits, business licenses, or approvals are required in connection with SuperBuzz's activities and are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, SuperBuzz may suffer a material adverse effect. If new standards are applied to renewals or new applications, it could prove costly to SuperBuzz to meet any new level of compliance.

Unfavorable global economic conditions, including as a result of health and safety concerns related to the coronavirus outbreak, could adversely affect our business, financial condition or results of operations.

SuperBuzz's operations could be adversely affected by general conditions in the global economy, including conditions that are outside of SuperBuzz's control, such as the impact of health and safety concerns from the current coronavirus (COVID-19) outbreak. The most recent global financial crisis caused by the coronavirus outbreak has resulted in extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to SuperBuzz's business, including weakened demand for our marketplaces and brand direct solutions and related products and services or delays in advertiser payments. A weak or declining economy could also strain SuperBuzz's media supply channels.

Despite the foregoing, SuperBuzz anticipates that exposure to COVID-19 is likely relatively limited considering the space in which it operates. With respect to internal factors, the SuperBuzz's operations are entirely remote: (i) there is no office space that is occupied by employees, (ii) contractors that the SuperBuzz uses for research and development work out of their desired location, sometimes internationally, (iii) all meetings are held over electronic media and executed remotely, (iv) all documents are digitally signed and communicated through secure online platforms, and (v) there is no physical product exchanged. With respect to external factors, the SuperBuzz's customers are relatively insulated from COVID-19: (i) online advertising companies continue to advertise their products and services throughout the pandemic, (ii) while customers' product mixes have changed in response to the pandemic, the emphasis on online exposure and presence in digital media has become substantially more important as more business is transacted online, (iii) there is more competition between publishers and advertisers as more online traffic requires a more-targeted and precise ad delivery approach, increasing demand for the SuperBuzz's services. With respect to the cost of services, SuperBuzz has always been operating remotely with server storage, research and development, business plans and internal documentation, etc. always being transacted remotely. As such, there were no material effect on costs throughout the pandemic.

Risks Related to Intellectual Property

SuperBuzz's intellectual property rights are valuable, and any failure or inability to protect them could adversely affect its business.

SuperBuzz's success depends substantially upon the intellectual property that forms the basis of its Platform, primarily consisting of unpatented proprietary AI technology, processes, and know-how, as well as inherent copyright of authorship in the source code developed by SuperBuzz. To protect its intellectual property rights, SuperBuzz relies upon trade secret, copyright, trademark, passing-off laws, and other statutory and common law protections in Israel, the United States, and international markets. SuperBuzz also protects its intellectual property through the use of non-disclosure agreements and other contracts, disclosure and invention assignment agreements, confidentiality procedures, and technical measures. There can be no assurance that these measures will be successful in any given case, particularly in those countries where the laws do not afford SuperBuzz protection for its intellectual property rights as robust as those available under Israeli, Canadian, and United States laws. SuperBuzz may be unable to prevent the misappropriation, infringement or violation of its intellectual property rights, breaching any contractual obligations, or independently developing intellectual property that is similar to its own, any of which could reduce or eliminate SuperBuzz's competitive advantages, adversely affect SuperBuzz's revenues, or otherwise harm its business.

Assertions by third parties of infringement or other violations of SuperBuzz's intellectual property rights could result in significant costs and substantially harm SuperBuzz's business and operating results.

Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against SuperBuzz. Any such claim against SuperBuzz, even those without merit could cause SuperBuzz to incur substantial costs defending against the claim and could distract its management. An adverse outcome of a dispute may require SuperBuzz to pay substantial damages, cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others, expend additional development resources to attempt to redesign its services or otherwise develop noninfringing technology, which may not be successful, or enter into potentially unfavorable royalty or license agreements in order to obtain the right to use technologies or intellectual property rights.

Intellectual property claims are expensive and time consuming to defend and if resolved adversely, could have a significant impact on SuperBuzz's business, financial condition, and operating results.

SuperBuzz is actively engaged in activities to protect its intellectual property rights. If it became necessary to resort to litigation to protect these rights, any proceedings could be burdensome, costly and divert the attention of management, and SuperBuzz may not prevail. Any repeal or weakening of intellectual property laws or diminishment of procedures available for the enforcement of intellectual property rights in Israel, Canada, the United States, or internationally could make it more difficult for SuperBuzz to adequately protect its intellectual property rights, negatively impacting their value and increasing the cost of enforcing its rights.

If SuperBuzz is unable to protect the confidentiality of its proprietary information and know-how, the value of its technology and products could be adversely affected.

SuperBuzz relies upon unpatented proprietary technology, processes, and know-how. Any disclosure to or misappropriation by third-parties of its confidential or proprietary information could enable SuperBuzz's competitors to duplicate or surpass SuperBuzz's technological achievements, potentially eroding its competitive position in the market, and negatively impacting SuperBuzz's business and operating results.

Although SuperBuzz protects its confidential and proprietary information in part through non-disclosure agreements and other contracts with all employees, consultants, advisors and any third-parties who have access to its confidential and proprietary information, and employs confidentiality procedures and technical measures, there can be no certainty that these measures or procedures will be sufficient to prevent improper disclosure of such confidential and proprietary information, or to prevent it from falling into the hands of SuperBuzz's competitors and other third parties. There can be no certainty that parties to contracts used by SuperBuzz to protect its confidential and proprietary information will not be terminated or breached, and SuperBuzz may not have adequate remedies for any such termination or breach. Legal remedies may be insufficient or ineffective to meaningfully protect SuperBuzz's confidential and proprietary information or compensate SuperBuzz for losses that may occur in the event of unauthorized use or disclosure.

Adverse litigation judgments or settlements resulting from legal proceedings in the normal course of business could reduce SuperBuzz's profits or limit its ability to operate.

SuperBuzz is subject to allegations, claims and legal actions arising in the ordinary course of its business, which may include claims by third parties, including employees or regulators. The outcome of many of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us, a judgment, a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive relief were issued against SuperBuzz its business, financial condition and results of operations could be materially adversely affected.

Differences Between the Canadian Law and Applicable Provisions of the Israeli Law

The rights and responsibilities of the shareholders of companies governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under Canadian law. SuperBuzz is incorporated under Israeli law and thus the rights and responsibilities of holders of SuperBuzz's shares are, therefore, governed by the articles and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical companies incorporated in Canada. In particular, a shareholder of SuperBuzz has a duty to act in good faith toward SuperBuzz and other shareholders and to refrain from abusing their powers in SuperBuzz, including, among other things, voting at a general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable in shareholder votes on, among other things, amendments to SuperBuzz's articles of association, increases in SuperBuzz's authorized share capital, mergers and interested party transactions requiring shareholder approval.

In addition, certain shareholders, are subject to certain obligations under the "Means of Control" provision, a provision under Israeli corporate law whereby a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote of an Israeli company, and that possesses the power to appoint or prevent the appointment of a director or executive officer of such company has a duty of fairness toward such company. The power of SuperBuzz to issue and allot shares is exercisable by its board of directors at such times and on such terms and conditions as the board may determine, subject to the articles of incorporation and the limit on SuperBuzz's authorized share capital, which may be amended by a resolution of the Shareholders. Shareholders do not have pre-emption rights under Israeli law over further issues of shares of SuperBuzz, except to the extent that such right is expressly included in its articles.

Risks Related to the Proposed Qualifying Transaction and the Resulting Issuer

Regulatory Approval of the Proposed Qualifying Transaction may not be obtained.

The completion of the Qualifying Transaction is subject to the satisfaction of a number of conditions, including final acceptance of the Exchange. There can be no assurance that all of the necessary regulatory approvals will be obtained. If the Proposed Qualifying Transaction, as contemplated by the Definitive Agreement is not completed for these reasons or for any others, SuperBuzz and the Company will have incurred significant costs associated with the failed implementation of the Proposed Qualifying Transaction.

The Definitive Agreement may be terminated.

The Definitive Agreement specifies that the parties' obligation to effect the Proposed Qualifying Transaction is conditional upon the satisfaction of a number of conditions. If any of the conditions are not satisfied or waived, the Proposed Qualifying Transaction may not be completed. Each of the Company and SuperBuzz have the right, in certain circumstances, to terminate the Definitive Agreement. Accordingly, there can be no certainty that the Definitive Agreement will not be terminated by either party prior to the completion of the Qualifying Transaction.

Following the Closing, a small number of Resulting Issuer Shareholders will have a controlling influence over matters requiring shareholder approval, which could delay or prevent a change of control.

Upon completion of the Qualifying Transaction, the proposed directors and executive officers of the Resulting Issuer are expected to beneficially own, or exercise control or direction over, directly or indirectly, 37.3% of the outstanding Resulting Issuer Shares. By virtue of their status as principal shareholders of Resulting Issuer, and by being director and officers of the Resulting Issuer, they will exert controlling influence over the Resulting Issuer's operations and business strategy. These matters may include the composition of the board of directors, which has the authority to direct the Resulting Issuer's business and to appoint and remove officers; approving or rejecting a merger, consolidation or other business combination; raising future capital; and amending the Resulting Issuer's articles of association, which govern the rights attached to the Resulting Issuer Shares. This concentration of ownership could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of the Resulting Issuer Shares that might otherwise give shareholders the opportunity to realize a premium over the then-prevailing market price of the Resulting Issuer Shares. This concentration of ownership, and sales of a substantial number of Resulting Issuer Shares, could cause the market price of the Resulting Issuer Shares to decline.

It may be difficult to enforce civil liabilities under Canadian securities laws.

The majority of the directors and officers of the Resulting Issuer will be based in Israel, and most of the Resulting Issuer's assets, and assets of the directors and officers of the Resulting Issuer will be located outside of Canada. Therefore, a judgment obtained against the Resulting Issuer, or any of these persons, including a judgment based on the civil liability provisions of the Canadian securities laws, may not be collectible in Canada and may not be enforced by an Israeli court. It also may be difficult to effect service of process on these persons in Canada or to assert Canadian securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of Canadian securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not Canadian law is applicable to the claim. If the Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against the Resulting Issuer or the Resulting Issuer in Israel, it may be difficult to collect any damages awarded by either a Canadian or a foreign court.

Significant sales of Resulting Issuer Shares after the expiry of lock-up or escrow restrictions could adversely affect the market price of the Resulting Issuer Shares.

Although Common Shares held by existing shareholders and Resulting Issuer Shares issued in connection with the completion of the Qualifying Transaction will be freely tradable, the Resulting Issuer Shares held by certain directors, executive officers and Control Persons of the Resulting Issuer will be subject to escrow pursuant to the policies of the Exchange. Sales of a substantial number of the Resulting Issuer Shares in the public market after the expiry of lock-up or escrow restrictions, or the perception that these sales could occur, could adversely affect the market price of the Resulting Issuer Shares, and may make it more difficult for investors to sell Resulting Issuer at a favorable time and price.

The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members.

As a reporting issuer, the Resulting Issuer will be subject to the reporting requirements of applicable securities legislation of the jurisdiction in which it is a reporting issuer, the listing requirements of the Exchange and other applicable securities rules and regulations. Compliance with those rules and regulations will increase the Resulting Issuer's legal and financial costs, make some activities more difficult, time consuming or costly and increase demand on its systems and resources.

There has been no prior public market for the Resulting Issuer Shares, and an active trading market may not develop.

Prior to the Proposed Qualifying Transaction, there has been no active public market for the Resulting Issuer Shares. An active trading market may not develop following completion of the Qualifying Transaction or, if developed, may not be sustained. The lack of an active market may impair an investor's ability to sell its shares at the time he or she wishes to sell them or at a price that he or she considers reasonable. The lack of an active market may also reduce the fair market value of the Resulting Issuer Shares. An inactive market may also impair an investor's ability to raise capital by selling its Resulting Issuer Shares and may impair the Resulting Issuer's ability to acquire other companies by using its Resulting Issuer Shares as consideration.

The Resulting Issuer will not have any control over the research and reports that securities or industry analysts publish about the Resulting Issuer or its business.

The trading market for the Resulting Issuer Shares will, to some extent, depend on the research and reports that securities or industry analysts publish about the Resulting Issuer or its business. The Resulting Issuer will not have any control over these analysts. If one or more of the analysts who covers the Resulting Issuer should downgrade the Resulting Issuer Shares or change their opinion of the Resulting Issuer's business prospects, the Resulting Issuer Share price would likely decline. If one or more of these analysts ceases coverage of the Resulting Issuer or fails to regularly publish reports on the Resulting Issuer, the Resulting Issuer could lose visibility in the financial markets, which could cause the Resulting Issuer's share price or trading volume to decline.

Investors' Ability to Exercise Statutory Rights and Remedies under Canadian Securities Laws

The Company is incorporated under the laws of the Province of Ontario. However, the subsidiaries of the Company are organized under the laws of jurisdictions outside of Canada, in particular Israel, and certain of the officers and directors of the Company reside outside of Canada. This may limit an investor's ability to exercise statutory rights and remedies under Canadian laws. In particular, a Canadian court may determine that it does not have jurisdiction over a claim by an investor against one of the Company's subsidiaries and/or its officers and directors, or that another international jurisdiction is the more convenient forum to adjudicate the claim.

Difficulty in Enforcement of Judgments

The Resulting Issuer will have subsidiaries incorporated in Israel. Certain directors and officers of the Resulting Issuer will reside outside of Canada and substantially all of the assets of these persons are located outside of Canada. It may not be possible for shareholders to effect service of process against the Resulting Issuer's directors and officers who are not resident in Canada. In the event a judgment is obtained in Canada against one or more of the directors or officers of the Resulting Issuer for violations of Canadian securities laws or otherwise, it may not be possible to enforce such judgment against those directors and officers not resident in Canada. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law claims or otherwise in original actions instituted in Israel. Courts in these jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a court in an international jurisdiction agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by the law in the relevant international jurisdiction.

Differences Between the Canadian Law and Applicable Provisions of the Israeli Law

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Resulting Issuer are expected to be Ziv Haft Certified Public Accountants (Isr.), BDO Member Firm, BDO House Building B, 48 Menachem Begin Road, Tel Aviv 66180 Israel.

The transfer agent and registrar for the Resulting Issuer Shares is expected to be TSX Trust Company.

MATERIAL CONTRACTS OF RESULTING ISSUER

The following are the only material contracts entered into by the Company or SuperBuzz within two years prior to the date of this Prospectus which in effect and considered to be material to the Resulting Issuer:

1. The Transfer Agency and Registrarship Agreement dated as of July 22, 2020 between the Company and the Transfer Agent.
1. The Amended and Restated CPC Escrow Agreement dated as of February 7, 2022 among the Company, the Transfer Agent and those shareholders that executed such CPC Escrow Agreement referred to under "Escrowed Securities".
1. The Definitive Agreement. See "The Proposed Qualifying Transaction – Definitive Agreement".
1. The Dror Loan Agreement and the Dror Loan Amended Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Livni Loan Agreement and the Livni Loan Amended Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Cooperation Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Surpass Loan Agreement and the Surpass Loan Amended Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Second Dror Loan Agreement and the Second Loan Amended Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Aquilo Loan Agreement and Aquilo Loan Amended Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Alon Consulting Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Kostioutchenko Consulting Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Dror Consulting Agreement. Consulting Agreement. See "SuperBuzz – Business of SuperBuzz".
1. The Restated Showcase Agreement between Message Notify Ltd, and Showcase IT Inc., dated August 25, 2021.
1. The Partnership Engagement Agreement between SuperBuzz, and Mr. Click dated June 1, 2022.
1. The Standard Advertising Agreement between Message Notify Ltd, and Pro Mobitech Technologies Ltd dated December 24, 2020.

Copies of material contracts will be available for inspection without charge at the business office of SuperBuzz at Levi Eshkol 63, Tel Aviv, Israel 6936195, or at the Toronto offices of Garfinkle Biderman LLP, counsel to SuperBuzz, at Suite 801, 1 Adelaide Street East, Toronto, Ontario, Canada, M4Y 0C9, during ordinary business hours from the date hereof until the completion of the Proposed Qualifying Transaction.

EXPERTS

The following professional persons have prepared reports or have provided opinions that are either included in or referred to in this Prospectus: MNP LLP, Chartered Professional Accountants, as auditor of the Company, and BDO - Ziv Haft Certified Public Accountants (Isr.), as auditor of SuperBuzz.

No person or company who is named as having prepared or certified a part of this Prospectus or prepared or certified a report or valuation described or included in this Prospectus has, or will have immediately following completion of the Proposed Qualifying Transaction, any direct or indirect interest in the Company or SuperBuzz.

Each of MNP LLP, Chartered Professional Accountants, the auditor of the Company, and BDO - Ziv Haft Certified Public Accountants (Isr.), the auditor of SuperBuzz, has have advised that they are independent of the Company and SuperBuzz within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securitieslegislation in the province of Ontario provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In the province of Ontario, the securities legislation further provides a purchaser with remedies of rescission or damages, if this Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory, provided that the remedies for rescission, revisions of purchase price or damages are exercised by the purchaser within the time limit prescribed for by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal adviser.

OTHER MATERIAL FACTS

There are no other material facts relating to the Company, SuperBuzz, the Proposed Qualifying Transaction, or the Private Placement that are not disclosed in this Prospectus.

GLOSSARY OF TERMS

The following is a glossary of certain defined terms used throughout this prospectus. This is not an exhaustive list of defined terms used in this prospectus and additional terms are defined throughout. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

"Ad Tech" means digital advertising technology.

"Affiliate" means a corporation that is affiliated with another corporation as follows:

(a) a corporation is an "Affiliate" of another corporation if:
(i) one of them is the subsidiary of the other; or
(ii) each of them is controlled by the same Person.
(b) a corporation is "controlled" by a Person if:
(i) voting securities of the corporation are held, other than by way of security only, by or for thebenefit of that Person; and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of thecorporation.
(c) a Person beneficially owns securities that are beneficially owned by:
(i) a corporation controlled by that Person; or
(ii) an Affiliate of that Person or an Affiliate of any corporation controlled by that Person.

"Agent" means Amuka Capital Corp.

"Agency Agreement" means the agency agreement dated February 17, 2022 among the Company, SuperBuzz, and the Agent.

"AI" means artificial intelligence.

"Associate" when used to indicate a relationship with a person or company, means: (a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer, (b) any partner of the person or company, (c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity, (d) in the case of a person, a relative of that person, including (i) that person's spouse or child, or (ii) any relative of the person or of his spouse who has the same residence as that person; but (e) where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company.

"Broker Warrants" means warrants to purchase Common Shares at an exercise price of \$0.10 per Common Share with an expiry date of December 24, 2022.

"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Toronto for the transaction of banking business.

"Closing" or "Closing Date" means the closing of the Securities Exchange pursuant to the Definitive Agreement.

"Closing Time" means 10:00 a.m. (Toronto time) on the Closing Date.

"Common Shares" means the common shares in the capital of the Company, as constituted on the date of this Prospectus.

"Company" means Cross Border Capital I Inc., a corporation incorporated under the OBCA.

"Company Board" means the board of directors of the Company.

"Company IPO" means the Company's initial public offering completed on December 22, 2020.

"Company Meeting" means the annual and special meeting of the Company Shareholders held on February 7, 2022, to approve the Company Meeting Matters.

"Company Meeting Matters" means the following matters to be approved by the Company Shareholders at the Company Meeting: (i) the election of the SuperBuzz Nominees, subject to and effective as at completion of the Proposed Qualifying Transaction; (ii) the appointment of BDO as the auditor of the Company, subject to and effective as at completion of the Proposed Qualifying Transaction; (iii) the Name Change; (iv) the amendment of the Stock Option Plan, and (v) the adoption of the Updated CPC Policy.

"Company Options" means incentive stock options to purchase Common Shares, issued pursuant to the Stock Option plan.

"Company Shareholders" means the holders of Common Shares.

"Compensation Warrants" means warrants to purchase Resulting Issuer Shares issued to the Agent pursuant to the Private Placement, at an exercise price of \$0.40 for a period of 24 months following the satisfaction of the escrow release conditions.

"Completion of the Qualifying Transaction" means the date the Final Exchange Bulletin is issued by the Exchange.

"Control Person" means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

"CPC Escrow Agreement" means the amended and restated escrow agreement dated February 7, 2022, between the Company, the Escrow Agent, and certain Company Shareholders.

"CPC Escrow Shares" means the 2,000,000 Common Shares held in escrow pursuant to the CPC Escrow Agreement in accordance with the CPC Policy.

"CPC" means a corporation (a) that has been incorporated or organized in a jurisdiction of Canada, (b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and (c) in regard to which the Completion of the Qualifying Transaction has not yet occurred.

"CPC Policy" means Exchange Policy 2.4 – Capital Pool Companies.

"Definitive Agreement" means the securities exchange agreement between the Company, SuperBuzz, and securityholders of SuperBuzz dated January 6, 2022, in respect of the Proposed Qualifying Transaction.

"Escrow Agent" means TSX Trust Company.

"Exchange" means the TSX Venture Exchange Inc.

"Exchange Requirements" means and includes the articles, by-laws, policies, circulars, rules, guidelines, orders, notices, rulings, forms, decisions and regulations of the Exchange as from time to time enacted, any instructions, decisions and directions of the Exchange (including those of any committee of the Exchange as appointed from time to time), the Securities Act (Ontario) and rules and regulations thereunder as amended, and any policies, rules, orders, rulings, forms or regulations from time to time enacted by the Ontario Securities Commission and all applicable provisions of the securities laws of any other jurisdiction.

"Final Exchange Bulletin" means the Exchange Bulletin which is issued following closing of the Proposed Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Proposed Qualifying Transaction.

"Initial Listing Requirements" means the initial listing requirements of the Exchange.

"Insider" if used in relation to an issuer, means (a) a director or senior officer of the issuer, (b) a director or senior officer of the corporation that is an Insider or subsidiary of the issuer, (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or (d) the issuer itself if it holds any of its own securities.

"ITA" means the Israel Tax Authority, an agency of the Ministry of Finance.

"Law" or "Laws" means all federal, provincial, state, municipal or local laws, rules, regulations, statutes, by-laws, ordinances, policies or orders of any federal, provincial, state, regional or local government or any subdivision thereof or any arbitrator, court, administrative or regulatory agency, commission, department, board or bureau or body or other government or authority or instrumentality or any entity or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Listing Date" means the date the Resulting Issuer Shares are listed on the Exchange.

"material adverse effect" means in respect of a Person means any change, effect, event, occurrence, condition or development that would have, individually or in the aggregate, a material and adverse impact on the business, operations, results of operations, assets, capitalization or financial condition of such Person, other than any change, effect, event, occurrence or state of facts relating to the global economy or securities markets in general.

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders In Special Transactions.

"Name Change" means the change of the name of the Company to "SuperBuzz Inc." or such other name as may be approved by Company Shareholders at the Company Meeting and by the regulatory authorities.

"Non-Arm's Length Qualifying Transaction" means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the Company and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction.

"Person" includes an individual, partnership, corporation, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof.

"Platform" refers to SuperBuzz's push notifications and management platform.

"Principal" has the meaning ascribed to it in Exchange Policy 1.1.

"Private Placement" means the brokered best efforts private placement of 5,494,740 Subscription Receipts for aggregate gross proceeds of \$2,197,896.00 and 48,781 SuperBuzz Units for aggregate gross proceeds of \$100,000.

"Proposed Qualifying Transaction" means the Name Change and Share Exchange on the terms and conditions set forth in the Definitive Agreement.

"Prospectus" means this final non-offering prospectus of the Company.

"Qualifying Transaction" means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means.

"R&D" means research and development.

"Resulting Issuer" means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin, which, for the purposes of this Prospectus, shall mean the Company after Completion of the Proposed Qualifying Transaction.

"Resulting Issuer Board" means the board of directors of the Resulting Issuer.

"Resulting Issuer Broker Warrant" means a broker warrant issued to the Agent upon closing of the Private Placement, each exercisable to acquire Resulting Issuer Shares on the same terms as the Compensation Warrants.

"Resulting Issuer Equity Incentive Plan" means the omnibus equity incentive plan to be adopted by the Resulting Issuer upon Completion of the Proposed Qualifying Transaction.

"Resulting Issuer Option" means an option to purchase Resulting Issuer Shares subject to the Resulting Issuer Equity Incentive Plan.

"Resulting Issuer RSUs" means restricted share units of the Resulting Issuer.

"Resulting Issuer Share" means a Common Share, on a post-Proposed Qualifying Transaction.

"Resulting Issuer Warrant" means a warrant exercisable to purchase Resulting Issuer Shares.

"RSU" means a restricted share unit of SuperBuzz.

"SaaS" means software as a service.

"SAFE" means simple agreement for future equity.

"Securities Exchange" meansthe acquisition by the Company of all of the issued and securities of SuperBuzz in consideration for the issuance of securities of the Company pursuant to the Definitive Agreement. "SEDAR" means the System for Electronic Document Analysis and Retrieval.

"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by a CPC, together with any concurrent transactions, would result in a CPC meeting the minimum listing requirements of the Exchange.

"Split SuperBuzz Share" means a common share in the capital of SuperBuzz, as constituted after the SuperBuzz Split.

"Subscription Receipt" means a subscription receipt of SuperBuzz.

"Subscription Receipt Agent" means the escrow agent to be appointed pursuant to the Subscription Receipt Agreement.

"Subscription Receipt Agreement" means to be entered into by the Company, SuperBuzz, the Agent, and the Subscription Receipt Agent as of the closing date of the Private Placement and governing the Subscription Receipts.

"Subscription Receipt Conditions" means the conditions contained in the Subscription Receipt Agreement to be satisfied prior to the conversion of Subscription Receipts into SuperBuzz Units, which shall include, without limitation, acceptance of the Proposed Qualifying Transaction by the Exchange.

"SuperBuzz" means Message Notify Ltd. d/b/a SuperBuzz, a corporation existing under the laws of the State of Israel.

"SuperBuzz Board" means the board of directors of SuperBuzz.

"SuperBuzz Financial Statements" means the unaudited interim financial statements of SuperBuzz for the period ended March 31, 2022 and audited financial statements of SuperBuzz for the periods ended December 31, 2021 and 2020, consisting of the Statement of Financial Position, Statement of Operations and Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, and all notes thereto.

"SuperBuzz Lock-Up Agreements" means the voluntary resale restriction agreements between the Company and all of the SuperBuzz Shareholders, except for SuperBuzz Shares purchased pursuant to the Private Placement, limiting the sale, assignment or transfer of their SuperBuzz Shares or any Common Shares issued in exchange therefor a period of four (4) months following the Listing Date.

"SuperBuzz Nominees" means, subject to completion of the Securities Exchange, the reconstitution of the Company Board to consist of six directors, being Liran Brenner, Nahum Segal, Dror Erez, Tzafrir Peles, Sophie Galper-Komet, and Steven Glaser.

"SuperBuzz Options" means options to purchase SuperBuzz Shares issued pursuant to the SuperBuzz Global Equity Incentive Plan.

"SuperBuzz Global Equity Incentive Plan" means the incentive plan of SuperBuzz dated July 19, 2021.

"SuperBuzz Shares" means the ordinary shares in the capital of SuperBuzz.

"SuperBuzz Shareholders" means all of the holders of the SuperBuzz Shares.

"SuperBuzz Split" means the subdivision of the SuperBuzz Shares on the basis of one SuperBuzz Share for each 5.1313 Split SuperBuzz Shares completed on March 24, 2022.

"SuperBuzz Underlying Units" means the units of SuperBuzz issuable on exercise of the Subscription Receipts, each consisting of one Split SuperBuzz Share and one SuperBuzz Warrant.

"SuperBuzz Units" means units of SuperBuzz.

"SuperBuzz Warrants" means warrants to purchase SuperBuzz Shares forming part of the SuperBuzz Units, with each whole SuperBuzz Warrant exercisable into one Split SuperBuzz Share at a price of \$0.60 per Split SuperBuzz Share for a period of 24 months following the satisfaction of the escrow release conditions.

"Surplus Securities" means securities issued pursuant to a transaction which are not supported by a valuation method acceptable to the Exchange or for which the value of the asset is less than the deemed value of the securities, or securities which are otherwise determined by the Exchange to be Surplus Securities and required to be placed in escrow under a Surplus Security Escrow Agreement.

"Surplus Security Escrow Agreement" means an agreement to be entered into concurrent with the closing of the Transaction between the Resulting Issuer and certain Insiders of the Resulting Issuer, which shall be in the form of Exchange Form 5D – Escrow Agreement (Value Security Escrow).

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

"Updated CPC Policy" means the recent amendments by the Exchange to its Capital Pool Company program and Policy 2.4 which became effective January 1, 2021, whereby the adoption of certain policy amendments requires the approval of disinterested shareholder approval.

SCHEDULE A

FINANCIAL STATEMENTS

INDEX TO THE FINANCIAL STATEMENTS

The following financial statements are included in this Prospectus:

Audited Financial Statements of Cross Border Capital I Inc. for the year ended December 31, 2021 and the period from the date of incorporation (June 30, 2020) to December 31, 2020.

Interim Financial Statements of Cross Border Capital I Inc. for the period ended March 31, 2022, and 2021.

Audited Financial Statements of Message Notify Ltd. d/b/a SuperBuzz for the years ended December 31, 2021 and 2020.

Interim Financial Statements of Message Notify Ltd. d/b/a SuperBuzz for the period ended March 31, 2022.

Pro Forma Consolidated Statement of Financial Position of Super Buzz Inc. (formerly, Cross Border Capital I Inc). as of March 31, 2022.

NOTICE TO READER

May 4, 2022

VIA SEDAR

Re: Cross Border Capital I Inc. – Re-filing of the Audited Financial Statements for the year ended December 31, 2021

Please be advised that the audited financial statements of Cross Border Capital I Inc. for the years ended December 31, 2021 and for the period from the date of incorporation (June 30, 2020) to December 31, 2020 originally filed on May 2, 2022 are being refiled solely to include the independent auditor's report which was inadvertently omitted from the filing. No other changes were made to the audited financial statements and the foregoing correction does not affect the accompanying management discussion and analysis.

Cross Border Capital I Inc.

(A Capital Pool Corporation)

Financial Statements

For the year ended December 31, 2021 and for the period from the date of incorporation (June 30, 2020) to December 31, 2020

(In Canadian Dollars)

To the Shareholders of Cross Border Capital I Inc.:

Opinion

We have audited the financial statements of Cross Border Capital I Inc. (the "Corporation"), which comprise the statements of financial position as at December 31, 2021 and 2020, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year ended December 31, 2021 and for the period from June 30, 2020 (date of incorporation) to December 31, 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2021 and 2020, and its financial performance and its cash flows for the year ended December 31, 2021 and for the period from June 30, 2020 to December 31, 2020 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Corporation's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is William E.K. Avery.

Toronto, Ontario Chartered Professional Accountants May 2, 2022 Licensed Public Accountants

Cross Border Capital I Inc.

Statements of Financial Position (Expressed in Canadian Dollars)

	As at	As at
Assets	December 31, 2021	December 31, 2020
Cash held in trust	\$ 224,037	\$ 268,764
Prepaid expenses	797	-
	\$ 224,834	\$ 268,764
Liabilities
Accounts payable and accrued liabilities (Note 5)	\$ 40,629	\$ 12,889
Shareholders' Equity
Share Capital, net of issuance costs (Note 3)	325,190	325,190
Contributed surplus	56,565	56,565
Deficit	(197,550)	(125,880)
	\$ 184,205	\$ 255,875
	\$ 224,834	\$ 268,764

Approved by the Board	"Yaniv Bresler"	"Sophie Galper"
	CEO (Signed)	CFO (Signed)

	For the year ended December 31, 2021	For the period from the date of incorporation, June 30, 2020, to December 31, 2020
Expenses
Professional fees	\$ 61,690	\$ 65,459
Stock-based compensation	-	40,918
Filing fees	9,980	19,595
Foreign exchange (gain)	-	(92)
Net loss and comprehensive loss for the period	71,670	125,880
Net loss per share - basic and diluted	\$ (0.02)	\$ (0.86)
Weighted average shares outstanding - basic and diluted	3,000,000	146,739

Statements of Changes in Cash Flows (Expressed in Canadian Dollars)


				For the
				Period from
				the Date of Incorporation,
	For the year ended			June 30, 2020, to
		December 31, 2021	December 31, 2020
Cash provided by (used in)
Operating activities
Net loss for the period	\$	(71,670)	\$	(125,880)
Stock-based compensation		-		40,918
Prepaid expenses		(797)		-
Change in accounts payable and accrued liabilities		27,740		12,889
Cash used in operating activities		(44,727)		(72,073)
Financing activities
Share subscription - Seed Offering		-		100,000
Initial public offering proceeds, net				240,837
Cash provided by financing activities		-		340,837
Net change in cash		(44,727)		268,764
Opening cash position		268,764		-
Cash, end of year/period	\$	224,037	\$	268,764

Cross Border Capital I Inc. Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars)

		Number
	Note	of Shares	Share Capital	Contributed Surplus	Deficit	Shareholders' Equity
Balance, June 30, 2020		-	\$ -	\$ -	\$ -	\$ -
Share subscriptions, net	3	5,000,000	325,190	15,647	-	340,837
Share-based compensation	5	-	-	40,918	-	40,918
Net loss for the period		-	-	-	(125,880)	(125,880)
Balance, December 31, 2020		5,000,000	\$ 325,190	\$ 56,565	\$ (125,880)	\$ 255,875
Net loss for the year		-	-	-	(71,670)	(71,670)
Balance, Decemeber 31, 2021		5,000,000	\$ 325,190	\$ 56,565	\$ (197,550)	\$ 184,205

1. INCORPORATION AND NATURE OF BUSINESS

Cross Border Capital I Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 30, 2020 and is a capital pool company ("CPC") as defined in TSX Venture Exchange (the "Exchange") Policy 2.4. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash held in trust and prepaid expenses. Given the nature of the activities, no separate segmented information is reported. The Corporation's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders' approval.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Corporation in respect of the sale of its securities or \$210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange. The Corporation is required to complete its QT on or before two years from the date the Corporation receives regulatory approval.

The head office and the registered head office of the Corporation is located at 100 King Street West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, Canada, M5X 1G5.

On May 2, 2022, the Board of Directors approved the financial statements for the year ended December 31, 2021.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Estimates

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates used in the financial statements.

Basis of Presentation

The financial statements are presented in Canadian dollars ("CAD"), which is the Corporation's functional and presentation currency. The financial statements are prepared on a historical cost

basis except for certain financial instruments classified as fair value through profit or loss ("FVPTL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding for the relevant period. Common shares escrowed pursuant to the requirements of the Exchange are excluded from the number of outstanding common shares.

Diluted loss per share is computed by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding if potentially dilutive instruments were converted.

Share-based Compensation

Equity-settled share-based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Corporation's expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equitysettled share-based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

Financial Instruments

Recognition

The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.

Classification

The Corporation classifies its financial assets and financial liabilities in the following measurement categories: (i) those to be measured subsequently at fair value (either through other comprehensive loss or through profit or loss, and (ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive loss.

The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Corporation has implemented the following classifications:

Cash held in trust is classified as assets at fair value and any period change in fair value is recorded in profit or loss.

Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive loss (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts. Cash held in trust is a level 1 financial instrument measured at fair value on the statements of financial position.

Income Taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the intention is to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences and deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to be recovered or settled. Deferred tax assets are recognized to the extent that realization of such benefits is probable.

3. SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Balance, December 31, 2021	5,000,000	\$325,190
IPO – 3,000,000 common shares, net	3,000,000	225,190
Seed Offering – 2,000,000 common shares	2,000,000	\$100,000
Issued and Outstanding Common Shares

Escrowed Shares

During the year ended December 31, 2020, the Corporation issued 2,000,000 common shares at \$0.05 per share for gross proceeds of \$100,000 (the "Seed Offering").

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

Filing of prospectus and Initial Public Offering ("IPO")

On December 22, 2020, the Corporation issued 3,000,000 common shares at \$0.10 per share for aggregate gross proceeds of \$300,000 pursuant to a prospectus dated October 29, 2020. The Corporation entered into an agreement with Haywood Securities Inc. (the "Agent") to raise the gross proceeds of \$300,000 in connection with the Corporation's IPO. The Corporation paid a commission of 10% of gross proceeds to the Agent amounting to \$30,000 and a corporate finance fee of \$12,500. In addition, the Agent was granted non-transferable warrants to purchase up to 10% of the Common Shares sold in connection with the Offering at a price of \$0.10 per common share, exercisable for a period of twenty-four (24) months from the date of the listing of the Common Shares on the Exchange, see Broker Stock Warrants below, which were valued at \$15,647. The Corporation reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering, in respect of the Offering the Corporation incurred costs of \$16,663, in combination with the above costs a total issuance cost of \$74,810.

Options

The Corporation has established a stock option plan for its directors, officers and consultants under which the Corporation may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and are exercisable as determined by the Directors when the option is granted. Options expire within 90 days of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option.

Any shares issued upon exercise of the options prior to the Corporation entering into a Qualifying Transaction will be subject to escrow restrictions.

On December 22, 2020, the Corporation entered into stock option agreements, granting stock options to officers and directors to collectively acquire 460,000 of the outstanding common shares of the Corporation, at an exercise price of \$0.10 per share and expiring December 22, 2030.

Share-based compensation expense recognized for the year ended December 31, 2021 was \$nil (2020 - \$40,918).

The Corporation recognizes compensation expense for share option grants based on the fair value at the date of grant using the Black-Scholes option pricing model. The following assumptions were used to determine the fair value of share option grants.

Valuation assumptions:

Expected volatility	100.00%
Expected term (days)	3,655
Risk-free interest rate	0.60%
Share price	\$ 0.10

The shares granted have an exercise price of \$0.10 and were all immediately vested and exercisable. There were no other changes in share options during the years ended December 31, 2021 and 2020.

All options granted during the year expire 10 years from their grant date. The weighted average grant-date fair value of options granted during the year ended December 31, 2020 was \$0.089.

Broker Stock Warrants

Broker stock warrants were issued in conjunction with the IPO. Each warrant entitles its holder to purchase one common share. The Corporation accounts for common stock warrants based on the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions such as expected stock price volatility, term of the options and warrants, risk-free interest rates, and expected dividend yield at the grant date.

Total warrants issued were 300,000 at a fair market value of \$0.089 per share totaling \$15,647 as reported in share capital and the corresponding amount in contributed surplus.

The following assumptions were used to determine the fair value of common stock warrant grants.

Valuation assumptions:
------------------------

Expected volatility	100.00%
Expected term (days)	730
Risk-free interest rate	1.60%
Share price	\$ 0.10

Volatility was estimated by considering comparable industry share price volatility. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. On December 22, 2020, the Corporation granted non-transferable warrants to purchase up to 10% of the Common Shares sold in connection with the Offering at an exercise price of \$0.10 per common share, exercisable for a period of twenty-four (24) months from the date of the listing of the Common Shares on the Exchange, being December 22, 2020.

For the years ended December 31, 2021 and 2020, no warrants were exercised.

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of share capital and deficit, in the definition of capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or \$210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange policy 2.4.

Risk Disclosures and Fair Values

The Corporation's financial instruments, consisting of accounts payable and accrued liabilities are carried at amortized cost, which approximates fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from this financial instrument.

5. RELATED PARTY TRANSACTIONS

There was no remuneration paid to key management personnel during the year ended December 31, 2021. During the year ended December 31, 2021 the Corporation incurred costs of \$33,313 in legal costs with a law firm related to one of the Corporation's directors. Included in accounts payable and accrued liabilities as at December 31, 2021 is \$31,574 payable to the law firm.

6. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 27% and the Corporation's effective income tax expense is as follows:

	December 31, 2021	December 31, 2020
Net loss before recovery of income taxes	\$ 71,671	\$ 125,880
Expected income tax recovery	(19,350)	(33,988)

Share based compensation Share issuance cost booked directly to equity	- -	11,048 20,199
Changes in tax benefits not recognized	19,350	2,741
Income taxes recovery	\$ - \$	-

Unrecognized Deferred Tax Assets

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31, 2021		December 31, 2020
Share issuance cost booked directly to equity Changes in tax benefits not recognized	\$ 197,550	- \$	74,810 125,880
Income taxes recovery	\$ 197,550	\$	200,690

The operating loss carry forwards expire as noted in the table below. Share issue and financing costs will be fully amortized in 2025. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Corporation can utilize the benefits therefrom.

The Corporation's operating losses expire as follows:

\$ 125,880 71,670		\$ 197,550
	2039
	2038

7. SUBSEQUENT EVENTS

On January 6, 2022 the Corporation announced that pursuant to its news release dated July 20, 2021, the Corporation has entered into Definitive Agreement with Message Notify Ltd. d/b/a SuperBuzz ("SuperBuzz") and the shareholders of SuperBuzz (the "SuperBuzz Shareholders"). The agreement (the "Definitive Agreement") is in respect of a reserve takeover transaction and qualifying for listing on the TSXV, pursuant to which the Company will acquire all of the issued and outstanding shares of SuperBuzz and the SuperBuzz Shareholders will in the aggregate then own a sufficient number of shares of the Corporation so as to exercise control over the Corporation. The Definitive 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 (the "Transaction"). 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"), subsequent to SuperBuzz undergo a share split on the basis of one pre-split SuperBuzz Share for 5.1313 post-split SuperBuzz Shares.

completion of the Transaction. The Corporation also announced that SuperBuzz closed a brokered private placement of (a) subscription receipts ("Subscription Receipts") of SuperBuzz at a price of \$0.40 per Subscription Receipt for aggregate gross proceeds of \$2,197,896 and (b) units of SuperBuzz ("Units") at a price of \$2.05 per Unit for aggregate gross proceeds of \$100,000. The Concurrent Offering was completed pursuant to the terms of an agency agreement dated February 17, 2022 (the "Agency Agreement") among SuperBuzz, Amuka Capital Corp. and CBX. Each Subscription Receipt will automatically convert into one (1) underlying unit of SuperBuzz ("Underlying Unit"). Each Underlying Unit is comprised of one (1) Split SuperBuzz Share and one whole warrant (each, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder thereof to purchase one (1) Split SuperBuzz Share at a price of \$0.60 per Split SuperBuzz Share for a period of 24 months from the date on which certain standard escrow release conditions are satisfied. Each Unit is comprised of one SuperBuzz Share and one (1) whole warrant ("Warrant"). Each Warrant entitles the holder to acquire one (1) SuperBuzz Share at a price of \$3.08 per SuperBuzz Share for a period of 24 months from the date of issuance.

Subsequent to year end, the Corporation adopted changes to align the Corporation with the Updated CPC Policy issued by the TSX-V that were approved by shareholders February 7, 2022.

Cross Border Capital I Inc.

(A Capital Pool Corporation)

Financial Statements

For the Period from the Date of Incorporation (June 30, 2020) to December 31, 2020

(In Canadian Dollars)

To the Directors of Cross Border Capital I Inc.:

Opinion

We have audited the financial statements of Cross Border Capital I Inc. (the "Corporation"), which comprise the statement of financial position as at December 31, 2020, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from June 30, 2020 (date of incorporation) to December 31, 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2020, and its financial performance and its cash flows for the period from June 30, 2020 to December 31, 2020 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Those charged with governance are responsible for overseeing the Corporation's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

The engagement partner on the audit resulting in this independent auditor's report is William E.K. Avery.

Toronto, Ontario Chartered Professional Accountants April 28, 2021 Licensed Public Accountants

Assets	2020
Cash held in trust	\$ 268,764
	\$ 268,764



Liabilities
Accounts payable and accrued liabilities (Note 5)	\$ 12,889

Shareholders' Equity
Share capital, net of issuance costs (Note 3)	325,190
Contributed surplus	56,565
Deficit	(125,880)
	255,875
	\$ 268,764

Approved by the Board	"Yaniv Bresler"	"Sophie Galper"
	CEO (Signed)	CFO (Signed)

Expenses
Professional fees	\$ 65,459
Stock-Based Compensation	40,918
Filing Fees	19,595
Foreign Exchange (gain)	(92)
Net loss and comprehensive loss for the period	(125,880)
Net loss per share – basic and diluted	\$ ( 0.86)
Weighted average shares outstanding- basic and diluted	146,739

	For the Period Ended December 31, 2020
Cash provided by (used in)
Operating
Net loss for the period	\$	(125,880)
Stock-based compensation		40,918
Change in accounts payable and accrued liabilities		12,889
Cash used in operating activities		(72,073)
Financing
Share subscription – Seed Offering		100,000
Initial public offering proceeds, net		240,837
Cash provided by financing activities		340,837
Net change in cash		268,764
Cash, end of period	\$	268,764

Cross Border Capital I Inc. Statement of Changes in Shareholders' Equity For the Period from the Date of Incorporation (June 30, 2020) to December 31, 2020 (in Canadian Dollars)

	Number of Shares		Share Capital	Contributed Surplus		Deficit	Shareholders' Equity
Balance, June 30, 2020	-	\$	-	\$ -	\$	-	\$ -
Share subscriptions, net (Note 3)	5,000,000		325,190	15,647		-	340,837
Share-based compensation	-		-	40,918		-	40,918
Net loss for the period	-		-	-	(125,880)		(125,880)
Balance, December 31, 2020	5,000,000	\$ 325,190		\$ 56,565	\$(125,880)		\$ 255,875

1. INCORPORATION AND NATURE OF BUSINESS

Cross Border Capital I Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 30, 2020 and is a capital pool company ("CPC") as defined in TSX Venture Exchange (the "Exchange") Policy 2.4. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash held in trust. Given the nature of the activities, no separate segmented information is reported. The Corporation's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders' approval.

The head office and the registered head office of the Corporation is located at 100 King Street West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, Canada, M5X 1G5.

On April 28, 2021, the Board of Directors approved the financial statements for the period from Date of Incorporation (June 30, 2020) to December 31, 2020.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Use of Estimates and Judgments

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Basis of Presentation

The financial statements are presented in Canadian dollars ("CAD"), which is the Corporation's functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss ("FVPTL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Basic and Diluted Loss per Share

Share-based Compensation

Equity-settled share based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Corporation's expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

Financial Instruments

Recognition

The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.

Classification

2. SIGNIFICANT ACCOUNTING POLICIES – continued

The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified

The Corporation has implemented the following classifications:

Cash held in trust is classified as assets at fair value and any period change in fair value is recorded in profit or loss.

Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

2. SIGNIFICANT ACCOUNTING POLICIES – continued

Income Taxes

3. SHARE CAPITAL

Authorized

Unlimited common shares

Issued

Seed Offering - 2,000,000 common shares	2,000,000	\$ 100,000
IPO - 3,000,000 common shares, net	3,000,000	225,190

Balance, December 31, 2020	5,000,000	\$ 325,190

Escrowed Shares

During the period ended December 31, 2020, the Corporation issued 2,000,000 common shares at \$0.05 per share for gross proceeds of \$100,000 (the "Seed Offering").

3. SHARE CAPITAL – continued

Escrowed Shares – continued

Filing of prospectus and Initial Public Offering ("IPO")

On December 22, 2020, the Corporation issued 3,000,000 common shares at \$0.10 per share for aggregate gross proceeds of \$300,000 pursuant to a prospectus dated October 29, 2020.

The Corporation entered into an agreement with Haywood Securities Inc. (the "Agent") to raise the gross proceeds of \$300,000 in connection with the Corporation's IPO. The Corporation paid a commission of 10% of gross proceeds to the Agent amounting to \$30,000 and a corporate finance fee of \$12,500. In addition, the Agent was granted non-transferable warrants to purchase up to 10% of the Common Shares sold in connection with the Offering at a price of \$0.10 per common share, exercisable for a period of twenty-four (24) months from the date of the listing of the Common Shares on the Exchange, see Broker Stock Warrants below, which were valued at \$15,647. The Corporation reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering, in respect of the Offering the Corporation incurred costs of \$16,663, in combination with the above costs a total issuance cost of \$74,810.

Options

Any shares issued upon exercise of the options prior to the Corporation entering into a Qualifying Transaction will be subject to escrow restrictions.

Share-based compensation expense recognized for the period ended December 31, 2020 was \$40,918.

Options - continued

Valuation assumptions:
Expected volatility	100.00%
Expected term (days)	3,655
Risk-free interest rate	0.60%
Share price	\$ 0.10

The shares granted have an exercise price of \$0.10 and were all immediately vested and exercisable. There were no other changes in share options during the period ended December 31, 2020.

All options granted during the year expire 10 years from their grant date. The weighted average grant-date fair value of options granted during the period ended December 31, 2020 was \$0.089.

Broker Stock Warrants

Total warrants issued were 300,000 at a fair market value of \$0.089 per share totaling \$15,647 as reported in share capital and the corresponding amount in contributed surplus.

The following assumptions were used to determine the fair value of common stock warrant grants.

Valuation assumptions:
Expected volatility	100.00%
Expected term (days)	730
Risk-free interest rate	1.60%
Share price	\$ 0.10

On December 22, 2020, the Corporation granted non-transferable warrants to purchase up to 10% of the Common Shares sold in connection with the Offering at an exercise price of \$0.10 per common share, exercisable for a period of twenty-four (24) months from the date of the listing of the Common Shares on the Exchange, being December 22, 2020.

For the period ended December 31, 2020, no warrants were exercised.

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of share capital and deficit, in the definition of capital.

Risk Disclosures and Fair Values

The Corporation's financial instruments, consisting of cash held in trust, accounts payable and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

There was no remuneration paid to key management personnel during the period ended December 31, 2020. There was \$40,918 of share-based compensation in the form of stock options granted to directors and officers during the period ended December 31, 2020, see Note 3. No other related party transactions have occurred during this period.

During the period the Corporation incurred costs of \$36,760 in legal costs with a law firm related to one of the Corporation's directors. Included in accounts payable as at December 31, 2020 is \$1,307 owing to the law firm.

6. INCOME TAXES

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% to the effective tax rate is as follows:

	2020
Net income (loss) before recovery of income taxes	\$ (125,880)
Expected income tax (recovery) expense	(33,988)
Share based compensation	11,048
Share issuance cost booked directly to equity	20,199
Other differences	2,741
Income tax (recovery)	\$ -

Unrecognized Deferred Tax Assets

	2020
Share issuance costs	\$ 74,810
Operating losses carried forward	125,880
	\$ 200,690

The Corporation's operating losses expire as follows:

2038	\$ 125,880
	\$ 125,880

Cross Border Capital I Inc.

(A Capital Pool Corporation)

Unaudited Condensed Interim Financial Statements

For the three months ended March 31, 2022 and 2021

(In Canadian Dollars)

Cross Border Capital I Inc.

Unaudited Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars)

		As at		As at
March 31, 2022 Assets			December 31, 2021
Cash held in trust	\$	198,700	\$	224,037
Prepaid expenses		401		797
	\$	199,101	\$	224,834

Liabilities
Accounts payable and accrued liabilities (Note 5)	\$	89,192	\$	40,629
Shareholders' Equity
Share Capital, net of issuance costs (Note 3)		325,190		325,190
Contributed surplus		56,565		56,565
Deficit		(271, 846)		(197, 550)
	\$	109,909	\$	184,205
	\$	199,101	\$	224,834

Approved by the Board	"Yaniv Bresler"	"Sophie Galper-Komet"
	CEO (Signed)	CFO (Signed)

Cross Border Capital I Inc. Unaudited Condensed Interim Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)

		For the		For the
		three-month		three-month
		period ended		period ended
		March 31, 2022		March 31, 2021
Expenses
Professional fees	s	61.184	S	2,718
Filing fees		13,112		8,286
Net loss and comprehensive loss for the periods		74.296		11,004
Net loss per share - basic and diluted		(0.01)		(0.00)
Weighted average shares outstanding - basic and diluted		5,000,000		5,000,000

Cross Border Capital I Inc.

Unaudited Condensed Interim Statements of Changes in Cash Flows (Expressed in Canadian Dollars)

	For the	For the
	three-month	three-month
	period ended	period ended
	March 31, 2022	March 31, 2021
Cash provided by (used in)
Operating activities
Net loss for the period	\$ (74, 296)	\$ (11,004)
Prepaid expenses	396
Change in accounts payable and accrued liabilities	48,563	2,620
Cash used in operating activities	(25, 337)	(8, 384)
Net change in cash	(25, 337)	(8, 384)
Opening cash position	224,037	268,765
Cash, end of period	\$ 198,700	260,381

Cross Border Capital I Inc.

Unaudited Condensed Interim Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars)

Balance, March 31, 2022		5,000,000		325.190	56,565		$(271,846)$ \$	109,909
Net loss for the period		$\overline{\phantom{0}}$		-			(74, 296)	(74, 296)
Balance, Decemeber 31, 2021		5,000,000	s	325,190 \$	56.565	s	$(197,550)$ \$	184,205
Net loss for the year		$\overline{\phantom{0}}$		-			(71, 670)	(71, 670)
Balance, December 31, 2020		5,000,000 \$		325,190 S	56.565	s	$(125,880)$ \$	255,875
	Not	Number оf Shares		Share Capital	Contributed Surplus		Deficit	Shareholders' Equity

1. INCORPORATION AND NATURE OF BUSINESS

Cross Border Capital I Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 30, 2020 and is a capital pool company ("CPC") as defined in TSX Venture Exchange (the "Exchange") Policy 2.4. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash held in trust. Given the nature of the activities, no separate segmented information is reported. The Corporation's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders' approval.

The head office and the registered head office of the Corporation is located at 100 King Street West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, Canada, M5X 1G5.

On May 30, 2022 the Board of Directors approved the financial statements for the period ended March 31, 2022.

Effective January 1, 2021, the Exchange implemented changes to its CPC Policy (the "New CPC Policy"). Pursuant to the New CPC Policy, in order for the Corporation to align certain of its policies with the New CPC Policy, it was required to obtain approval from disinterested shareholders of the Corporation. At an annual and special meeting of the shareholders of the Corporation held on February 7, 2022 (the "Meeting"), the requisite approval of disinterested shareholders of the Corporation was obtained for the following matters, among other things: (i) to remove the consequences of failing to complete a QT within 24 months of the Corporation's date of listing on the TSXV; and (ii) to amend the escrow release conditions and certain other provisions of the Corporation's escrow agreement. The Corporation completed its transition under the New CPC Policy on February 24, 2022.

During the year ended December 31, 2020, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation, as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance and compliance with International Accounting Standards ("IAS") 34 "Interim Financial Reporting" ("IAS 34") using accounting policies consistent with IFRS issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Estimates

The preparation of financial statements in conformity with IFRS accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates used in the financial statements.

Basis of Presentation

3. SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Issued and Outstanding Common Shares

Balance, December 31, 2021 and March 31, 2022	5,000,000	\$325,190
IPO – 3,000,000 common shares, net	3,000,000	225,190
Seed Offering – 2,000,000 common shares	2,000,000	\$100,000

Escrowed Shares

During the period ended December 31, 2020, the Corporation issued 2,000,000 common shares at \$0.05 per share for gross proceeds of \$100,000 (the "Seed Offering").

All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow. 2,000,000 shares have been escrowed at December 31, 2020. All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

Pursuant to the terms of the New CPC Policy, the Corporation amended certain provisions of the Corporation's previously existing escrow agreement, including allowing the Corporation's escrowed securities to be subject to an 18-month escrow release schedule as detailed in the New CPC Policy, rather than the 36-month escrow release schedule under the previous Policy 2.4.

Filing of prospectus and Initial Public Offering ("IPO")

Options

Any shares issued upon exercise of the options prior to the Corporation entering into a Qualifying Transaction will be subject to escrow restrictions.

There was no share-based compensation expense recognized in the period ended March 31, 2022 or 2021.

The Corporation recognizes compensation expense for share option grants based on the fair value at the date of grant using the Black-Scholes option pricing model.

Options (continued)

The following assumptions were used to determine the fair value of share option grants.

Valuation assumptions:

Expected volatility	100.00%
Expected term (days)	3,655
Risk-free interest rate	0.60%
Share price	\$ 0.10

The shares granted have an exercise price of \$0.10 and were all immediately vested and exercisable. There were no other changes in share options during the period ended December 31, 2020.

All options granted expire 10 years from their grant date. The weighted average grantdate fair value of options granted during the period ended December 31, 2020 was \$0.089.

For the period ended March 31, 2022, no options were issued, exercised or expired.

Broker Stock Warrants

Total warrants issued were 300,000 at a fair market value of \$0.089 per share totaling \$15,647 as reported in share capital and the corresponding amount in contributed surplus.

The following assumptions were used to determine the fair value of common stock warrant grants.

Valuation assumptions:

Expected volatility	100.00%
Expected term (days)	730
Risk-free interest rate	1.60%
Share price	\$ 0.10

For the period ended March 31, 2022, no warrants were issued, exercised or expired.

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of share capital and deficit, in the definition of capital.

Risk Disclosures and Fair Values

The Corporation's financial instruments, consisting of cash held in trust and accounts payable and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS

There was no remuneration paid to key management personnel during the period ended March 31, 2022. During the three-month period ended March 31, 2022 the Corporation incurred costs of \$52,589 in legal costs with a law firm related to one of the Corporation's directors. Included in accounts payable as at March 31, 2022 is \$75,692 owing to the law firm.

6. QUALIFYING TRANSACTION

On February 18, 2022 announced additional terms of the Transaction, shareholder approval of the Transaction, management of the resulting issuer, and the terms of the Concurrent Offering completed by SuperBuzz (the "Concurrent Offering"). The Corporation held a meeting of its shareholders on February 7, 2022 (the "CBX Shareholders Meeting") in order to pass resolutions approving among other things, (i) the election of the Corporation's directors and post-Transaction directors; (ii) the appointment of the auditors of CBX and the auditors of the Corporation upon the completion of the Transaction; and (iii) approving an amendment to the articles of the Corporation to change the name of Corporation to "SuperBuzz Inc." or to such other name as the board of directors of the Corporation, in its sole discretion, deem appropriate (the "Name Change"). At the Corporation's Shareholders Meeting, the shareholders approved among other things, the new slate of directors and the Name Change, such changes to take effect upon completion of the Transaction. The Corporation also announced that SuperBuzz closed a brokered private placement of (a) subscription receipts ("Subscription Receipts") of SuperBuzz at a price of \$0.40 per Subscription Receipt for aggregate gross proceeds of \$2,197,896 and (b) units of SuperBuzz ("Units") at a price of \$2.05 per Unit for aggregate gross proceeds of \$100,000. The Concurrent Offering was completed pursuant to the terms of an agency agreement dated February 17, 2022 (the "Agency Agreement") among SuperBuzz, Amuka Capital Corp. and CBX. Each Subscription Receipt will automatically convert into one (1) underlying unit of SuperBuzz ("Underlying Unit"). Each Underlying Unit is comprised of one (1) Split SuperBuzz Share and one whole warrant (each, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder thereof to purchase one (1) Split SuperBuzz Share at a price of \$0.60 per Split SuperBuzz Share for a period of 24 months from the date on which certain standard escrow release conditions are satisfied. Each Unit is comprised of one SuperBuzz Share and one (1) whole warrant ("Warrant"). Each Warrant entitles the holder to acquire one (1) SuperBuzz Share at a price of \$3.08 per SuperBuzz Share for a period of 24 months from the date of issuance.

7. SUBSEQUENT EVENTS

There are no subsequent events.

Financial Statements

For the year ended December 31, 2021 and 2020

Independent Auditor's Report 3
Statements of Financial Position6
Statements of Loss and Comprehensive Loss 7
Statements of Changes in Equity8
Statements of Cash Flows 9
Notes to the Financial Statements 10

Tel Aviv	Jerusalem	Haifa	Beer Sheva	Bnei Brak	Kiryat Shmona	Petah Tikva	Modiin Ilit	Nazrat IIit
03-6386868	02-6546200	04-8680600	077-7784100	073-7145300	077-5054906	077-7784180	08-9744111	04-6555888
				Main office: Beit Amot BDO, 48 Menachem Begin Road, Tel Aviv, 6618001	Email: [email protected]			Website: www.bdo.co.il

Tel Aviv	Jerusalem	Haifa	Beer Sheva	Bnei Brak	Kirvat Shmona	Petah Tikva	Modiin Ilit	Nazrat Ilit
03-6386868	02-6546200	04-8680600	077-7784100	073-7145300	077-5054906	077-7784180	08-9744111	04-6555888
				Main office: Beit Amot BDO, 48 Menachem Begin Road, Tel Aviv, 6618001	Email: [email protected]		Website: www.bdo.co.il
					$250$ lergel, an lergeli nactacrebia, is a member of BDO International Limited, a LIK company limited by quarantee, and forms nort of the international BDO potycers of

Auditors' Responsibility for the Audit of the Financial Statements (Cont'd)

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Tel-Aviv, Israel

June 16, 2022 �Ziv ha�% e�� s(lsr.) L---soo Mem r irm

Tel Aviv ^I Jerusalem I Haifa I Beer Sheva I Bnei Brak I Kiryat Shmona I Petah Tikva 03-6386868 02-6546200 04-8680600 077-7784100 073-7145300 077-5054906 077-7784180 I Modiin llit I Nazrat llit 08-97 44111 04-6555888

Main office: Beit Arnot BOO, 48 Menachem Begin Road, Tel Aviv, 6618001 Email: bdo@bdo,co.il

BOO Israel, an Israeli partnership, is a member of BOO International Limited, a UK company limited by guarantee, and forms part of the international BOO network of independent member firms. BOO is the brand name for the BOO network and for each of the BOO Member Firm

Website: www.bdo.co.il

Statements of Financial Position As at December 31, 2021 and 2020

(Expressed in thousands of United States Dollars except for Number of Shares)

	Note	2021	2020
		\$	\$
ASSETS
Current
Cash and cash equivalents		11	29
Other receivables	22	178	40
Trade receivables	22	6	-
Restricted cash		5	1
		200	70
Non-current
Property, plant and equipment		-	2
		200	72

LIABILITIES
Current
Trade and other payables	13	291	475
Promissory notes	15	262	49
Shareholder loans	19(b)	140	-
Convertible loans	14	-	982
		693	1,506
SHAREHOLDER'S DEFICIENCY
Share capital	17(b)	4,769	625
Additional paid in capital	17(c)	210	32
Deficit		(5,472)	(2,091)
		(493)	(1,434)
		200	72

GOING CONCERN	2
SUBSEQUENT EVENTS	23

"Liran Brenner"	"Nahum Segal"

June 16, 2022 Liran Brenner Nahum Segal Date of approval of Director Director the financial statements

Statements of Loss and Comprehensive Loss

For the years ended December 31, 2021 and 2020

(Expressed in thousands of United States Dollars except for Number of Shares)

	Note	2021	2020
		\$	\$
REVENUES	8	594	278
DIRECT COSTS		425	266
GROSS PROFIT		169	12
EXPENSES
Research and development	9	162	146
Selling, general and administrative	10	668	255
		830	401
OTHER ITEMS
Finance costs	11	2,720	423
NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR		(3,381)	(812)

LOSS PER SHARE
Basic and diluted	21	(0.22)	(0.10)

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in thousands of United States Dollars except for Number of Shares)

					Total
			Additional		share
	Ordinary	Share	paid in		holders'
	shares	capital	capital	Deficit	deficit
	#	\$	\$	\$	\$
Balance, as at January 1, 2020	8,156,714	625	24	(1,279)	(630)
Warrant issuance	-	-	8	-	8
Comprehensive loss	-	-	-	(812)	(812)
	-	-	8	(812)	(804)
December 31, 2020	8,156,714	625	32	(2,091)	(1,434)
Conversion of convertible loans	9,534,510	3,286	-	-	3,286
Shares issued for settlement of debt	641,411	50	-	-	50
Private placement, net of costs	2,318,183	597	-	-	597
Shares issued for services	1,693,329	207	-	-	207
Shares issued for finder's fees	18,334	4	-	-	4
Warrant issuance	-	-	3	-	3
Share-based compensation for employees	-	-	175	-	175
Comprehensive loss	-	-	-	(3,381)	(3,381)
	14,205,767	4,144	178	(3,381)	941
December 31, 2021	22,362,481	4,769	210	(5,472)	(493)

NOTE: Common shares of the Company were split subsequent to year-end (Note 23). All share numbers have been adjusted to reflect this split as if it had occurred at the beginning of the reporting period.

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in thousands of United States Dollars except for Number of Shares)

	2021	2020
	\$	\$
OPERATING ACTIVITIES
Net loss and comprehensive loss for the year	(3,381)	(812)
Items not affecting cash:
Depreciation and amortization	2	-
Change in fair value of convertible loans	2,304	404
Share-based compensation and warrants issued	389	8
	2,695	412
Changes in non-cash working capital:
Other receivables	(138)	(22)
Trade receivables	(6)	-
Trade and other payables	(134)	191
	(278)	169
CASH AND CASH EQUIVALENTS USED IN OPERATING ACTIVITIES	(964)	(231)
INVESTING ACTIVITY
Change in restricted cash	(4)	4
FINANCING ACTIVITIES
Advances from shareholder	140	-
Issuances of convertible loans	-	150
Issuances of promissory notes	213	49
Issuances of shares, net	597	-
CASH AND CASH EQUIVALENTS USED IN FINANCING ACTIVITIES	950	199
CHANGE IN CASH AND CASH EQUIVALENTS	(18)	(28)
Cash and cash equivalents, beginning of the year	29	57
Cash and cash equivalents, end of the year	11	29

1. GENERAL INFORMATION

Message Notify Ltd., operating as "Superbuzz" (the "Company"), was incorporated in Israel in January 2018. The registered head office of the Company is located at 63 Levi Eshkol St., Tel- Aviv, Israel.

The Company's principal activity is providing a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments that matter across mobile and desktop.

On July 15, 2021, the Company entered into a binding letter of intent (the "LOI") with Cross Border Capital I Inc. ("CBX"), a capital pool company as defined in in TSX Venture Exchange Policy 2.4., pursuant to which CBX agreed to acquire all of the issued and outstanding shares of Company (the "Qualifying Transaction") in consideration of issuing shares of CBX to the Company's shareholders.

These financial statements are presented in United States Dollars, except per share and number of share amounts, and are rounded to the nearest thousand. Foreign operations and their effects are included in accordance with the policies set out in Note 5(q)(ii).

(a) Qualifying Transaction

On January 6, 2022, the Company, and CBX entered into a securities exchange agreement (the "Definitive Agreement"), which provided for the acquisition of all the outstanding equity interests of the Company by CBX in a transaction in which the security holders of the Company will transfer their entire holdings in Company to CBX, in exchange for issued securities of CBX. As a result, CBX will become the sole registered and beneficial owner of all of the outstanding securities of the Company, and Company will become a wholly owned subsidiary of CBX.

The Definitive Agreement ascribes a deemed value to the CBX of 2,000,000 Canadian Dollars ("CAD"), and a deemed value of approximately 10,000,000 CAD to the Company, plus the gross proceeds of the Private Placement of a minimum of 2,000,000 CAD. Prior to the completion of, and as a condition to, the Securities Exchange, the Company split its outstanding Shares on the basis of 5.1313 shares for each share (Note 23).

In advance of the Merger Transaction, the Company completed a private placement of subscription receipts (Note 23). Pursuant to the terms, each Subscription Receipt automatically converted into one unit of securities of the Company (a "Unit") composed of one ordinary share and one warrant immediately before the exchange of outstanding securities.

The agents' commission shall be 8% in cash based on the aggregate number of subscription receipts sold pursuant to the offering and shall be payable at closing.

In addition, the Company will issue to the agents, at closing, compensation warrants equal to 8% of the aggregate number of subscription receipts sold pursuant to the offering.

Each agents' compensation warrant will entitle the agent to purchase one unit (consisting of one common share of the Company and one common share purchase warrant) at any time prior to the date that is 24 months from satisfaction of the escrow release conditions so he can exercise the warrants up to 24 months from the first trading day. In addition, the Company will provide the Agent with a list of non-Canadian based investors who were not solicited by the agent for whom the commission will be reduced to a 2% cash commission and 2% agents' compensation warrants.

The Tax Authority of Israel has issued a pre-ruling to the Company that, on successful completion of the Qualifying Transaction, the transaction is not taxable pursuant to provisions of Section 103J of the Ordinance or provisions thereof. The pre-ruling is contingent on full adherence to conditions, consisting substantially of certifications by the Company to not materially alter its nature of operations subsequent to closing the Qualifying Transaction, set forth in the Ordinance and the tax pre-ruling.

2. GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The realizable values may be substantially different from their carrying values, as shown in these financial statements. These financial statements do not affect adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

As at December 31, 2021, the Company had total liabilities in excess of total assets of \$493 (2020 – \$1,434) and a cumulative deficit of \$5,472 (2020 – \$2,091). The Company has not yet been able to generate positive cash flows from operations. These conditions raise material uncertainties which may cast a significant doubt upon the Company's ability to continue as a going concern. Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due after December 31, 2021, is uncertain.

To address the going concern risk, the Company continues to seek equity financing alternatives to support ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating processes.

3. BASIS OF PREPARATION

(a) Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The accounting policies set out below have been applied consistently to both years.

These financial statements, including their comparative figures, were approved and authorized for issue by the Board of Directors on June 16, 2022.

These financial statements are presented in the United States dollars, which is the Company's functional and presentation currency.

(b) Basis of accounting

The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 or value in use in IAS 36.

The principal accounting policies adopted are set out in Note 5.

4. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

At the date of authorization of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective and, in some cases, had not yet been adopted by the relevant accounting body:

Amendments to IAS 1	Classification of Liabilities as Current or Non-current
Amendments to IFRS 3	Reference to the Conceptual Framework
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use
Amendments to IAS 37	Onerous Contracts—Cost of Fulfilling a Contract
Annual Improvements to IFRS Standards 2018-2020 Cycle	Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture
Amendments to IAS 1 and	Disclosure of Accounting Policies
IFRS Practice Statement 2
Amendments to IAS 8	Definition of Accounting Estimates
Amendments to IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods.

5. SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue recognition

The Company recognizes revenue from the following major sources:

Enterprise media services
Software as a service (enterprise and direct sales)

Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue when it transfers control of a product or service to a customer.

(i) Enterprise media services

Under national advertising agreements with advertisers, the Company sources, creates, and places advertising campaigns that run across the Company's network of publisher sites. Advertising revenue, net of third-party costs, is shared with publishers based on their respective contractual agreements. The Company invoices advertising amounts due from advertisers and remits payments to publishers for their share. Depending on the agreement with the publisher, the obligation to remit payment to the publisher is based on either billing to the advertiser or the collection of cash from the advertiser.

Advertising revenue is recognized in the period during which the ad impressions are delivered. The Company reports revenue earned through advertising agreements either on a net or gross basis.

(a) Revenue recognition (cont'd)

(i) Enterprise media services (cont'd)

Under advertising agreements wherein, the Company does not bear inventory risk and only has credit risk on its portion of the revenue, national advertising revenues are accounted for on a net basis and the publisher is identified as the customer.

In select advertising agreements with its publishers, the Company takes on inventory risk and additional credit risk. Under these agreements, the Company either (i) provides the publisher with a guaranteed minimum gross selling price per advertising unit delivered, wherein the greater of the actual selling price or guaranteed minimum selling price is used in determining the publisher's share or (ii) provides the publisher with a fixed rate per advertising unit delivered, wherein the publisher is paid the fixed rate per advertising unit delivered irrespective of the actual selling price. Under these advertising agreements, advertising revenues are accounted for on a gross basis with the advertiser identified as the customer and the publisher identified as a supplier, with amounts billed to the advertiser reported as revenue and amounts due to the publisher reported as a revenue sharing expense, within expenses, as the Company has control over the service before it is transferred to the customer.

(ii) Software-as-a-service (enterprise and direct sales)

The Company enters into license agreements with customers for its content management system, video software, and mobile applications, data platform and an influencer marketing platform. These license agreements, generally non-cancellable, without paying a termination penalty, and multiyear, provide the customer with the right to use the Company's application solely on a Company-hosted platform or, in certain instances, on purchased encoders. The license agreements also entitle the customer to technical support.

Revenue from these license agreements is recognized ratably over the license term. Early termination fees are recognized when customer ceases use of agreed upon services prior to the expiration of their contract. These fees are recognized in full on the date the customer has completed their migration of the Company's solutions and there is no continuing service obligation to the customer.

The Company charges its customers for the optional use of its content delivery network to stream and store videos. The revenue is recognized as earned based on the actual usage because it has stand-alone value and delivery is in control of the customer. The Company also charges its customers for the use of its ad serving platform to serve ads under local advertising campaigns. The Company reports revenue as earned based on the actual usage.

The Company receives payment from its customers by way of (i) monthly payments for recurring subscriptions to the platform, and (ii) on a monthly basis after delivering the record of digital impressions for advertising to the customer. The Company is not obligated for refunds in its service offerings and does not warrant specific performance or have other customer obligations other than what is described above. Deferred revenue consists of customer advances for Company services to be rendered that will be recognized as income in future periods.

(b) Leases

The Company assesses whether a contract is, or contains, a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

(b) Leases (cont'd)

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Company and the lease does not benefit from a guarantee from the Company.

Lease payments included in the measurement of the lease liability comprise:

Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date
The amount expected to be payable by the lessee under residual value guarantees
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

The lease liability is presented as a separate line in the consolidated statements of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate
The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used)
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification

The Company did not make any such adjustments during the periods presented.

(b) Leases (cont'd)

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy.

Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs and are included in the statements of loss and comprehensive loss.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. For contracts that contain a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The Company has no active leases as of the date of these financial statements.

(c) Foreign currencies

In preparing the financial statements of the Company entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

(c) Foreign currencies (cont'd)

Exchange differences are recognised in profit or loss in the period in which they arise except for:

Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings
Exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting)
Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

(d) Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

A provision is recognized for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

(ii) Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognized if the temporary difference arises from the initial recognition of goodwill.

(d) Taxation (cont'd)

(ii) Deferred tax (cont'd)

Deferred tax liabilities are recognized for taxable temporary differences, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(iii) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(e) Property, plant and equipment

Land and buildings held for use in the production or supply of goods or services for rental to others (excluding investment properties), or for administrative purposes, are stated in the statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any accumulated depreciation and accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the reporting date.

(e) Property, plant and equipment (cont'd)

Any revaluation increase arising on the revaluation of such land and buildings is credited to the properties revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognized as an expense, in which case the increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in carrying amount arising on the revaluation of such land and buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset.

Depreciation on revalued buildings is recognized in profit or loss. On the subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings.

Properties in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Company's accounting policy. Depreciation of these assets, determined on the same basis as other property assets, commences when the assets are ready for their intended use.

Computers are stated at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized so as to write off the cost or valuation of assets (other than freehold land and properties under construction, described above) less their residual values over their useful lives, using the declining balance method, on the following base:

Computers, depreciated at 33% per annum.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

(f) Impairment of property, plant and equipment

At each reporting date, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Company of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognized in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognized for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

(g) Financial instruments

Financial assets and financial liabilities are recognized in the Company's statements of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

(g) Financial instruments (cont'd)

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortized cost:

The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Despite the foregoing, the Company may make the following irrevocable election / designation at initial recognition of a financial asset:

The Company may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met.
The Company may irrevocably designate a debt investment that meets the amortized cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Amortized cost and effective interest method (cont'd)

For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortized cost of the debt instrument on initial recognition.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

Interest income is recognized using the effective interest method for debt instruments measured subsequently at amortized cost and at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer creditimpaired, interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset.

For purchased or originated credit-impaired financial assets, the Company recognizes interest income by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer creditimpaired.

Interest income is recognized in profit or loss.

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Equity instruments designated as at FVTOCI

On initial recognition, the Company may make an irrevocable election (on an instrument-byinstrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment.

The Company designated all investments in equity instruments that are not held for trading as at FVTOCI on initial recognition.

A financial asset is held for trading if either:

It has been acquired principally for the purpose of selling it in the near term.
On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has evidence of a recent actual pattern of short-term profit-taking.
It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are measured at FVTPL. Specifically:

Investments in equity instruments are classified as at FVTPL, unless the Company designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition.
Debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria are classified as at FVTPL. In addition, debt instruments that meet either the amortized cost criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency (so called 'accounting mismatch') that would arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. The Company has not designated any debt instruments as at FVTPL.

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Financial assets at FVTPL (cont'd)

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset.

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically:

For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss.
For debt instruments measured at FVTOCI that are not part of a designated hedging relationship, exchange differences on the amortized cost of the debt instrument are recognized in profit or loss. As the foreign currency element recognized in profit or loss is the same as if it was measured at amortized cost, the residual foreign currency element based on the translation of the carrying amount (at fair value) is recognized in other comprehensive income in the investments revaluation reserve.
For financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss as part of the fair value gain or loss.
For equity instruments measured at FVTOCI, exchange differences are recognized in other comprehensive income in the investments revaluation reserve.

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognizes lifetime expected credit losses (ECL) for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Impairment of financial assets (cont'd)

For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Company's debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organizations, as well as consideration of various external sources of actual and forecast economic information that relate to the Company's core operations.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:

An actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating
Significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortized cost
Existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations
An actual or expected significant deterioration in the operating results of the debtor
Significant increases in credit risk on other financial instruments of the same debtor
An actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor's ability to meet its debt obligations

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Impairment of financial assets (cont'd)

Irrespective of the outcome of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise.

Despite the foregoing, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:

The financial instrument has a low risk of default.
The debtor has a strong capacity to meet its contractual cash flow obligations in the near term.
Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.

The Company considers a financial asset to have low credit risk when the asset has external credit rating of 'investment grade' in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of 'performing'. Performing means that the counterparty has a strong financial position and there are no past due amounts.

For financial guarantee contracts, the date that the Company becomes a party to the irrevocable commitment is considered to be the date of initial recognition for the purposes of assessing the financial instrument for impairment. In assessing whether there has been a significant increase in the credit risk since initial recognition of a financial guarantee contract, the Company considers the changes in the risk that the specified debtor will default on the contract.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

When there is a breach of financial covenants by the debtor.
Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Impairment of financial assets (cont'd)

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

Significant financial difficulty of the issuer or the borrower
A breach of contract, such as a default or past due event
The lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider
It is becoming probable that the borrower will enter bankruptcy or other financial reorganization
The disappearance of an active market for that financial asset because of financial difficulties

Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Company's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date; for financial guarantee contracts, the exposure includes the amount of guaranteed debt that has been drawn down as at the reporting date, together with any additional guaranteed amounts expected to be drawn down by the borrower in the future by default date determined based on historical trend, the Company's understanding of the specific future financing needs of the debtors, and other relevant forwardlooking information.

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Impairment of financial assets (cont'd)

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate. For a lease receivable, the cash flows used for determining the expected credit losses is consistent with the cash flows used in measuring the lease receivable in accordance with IFRS 16.

For a financial guarantee contract, as the Company is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Company expects to receive from the holder, the debtor or any other party.

If the Company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Company measures the loss allowance at an amount equal to 12-month ECL at the current reporting date, except for assets for which the simplified approach was used.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and accumulated in the investment revaluation reserve, and does not reduce the carrying amount of the financial asset in the statements of financial position.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

(g) Financial instruments (cont'd)

(i) Financial assets (cont'd)

Impairment of financial assets (cont'd)

On derecognition of a financial asset measured at amortized cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the Company has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

(ii) Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

Compound instruments

The component parts of convertible loan notes issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company's own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.

(g) Financial instruments (cont'd)

(ii) Financial liabilities and equity (cont'd)

Compound instruments (cont'd)

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case the balance recognized in equity will be transferred to share premium. Where the conversion option remains unexercised at the maturity date of the convertible loan note, the balance recognized in equity will be transferred to retained earnings. No gain or loss is recognized in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the lives of the convertible loan notes using the effective interest method.

Financial liabilities

All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL. However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, and financial guarantee contracts issued by the Company, are measured in accordance with the specific accounting policies set out below.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination, (ii) held for trading or (iii) it is designated as at FVTPL.

A financial liability is classified as held for trading if either:

It has been acquired principally for the purpose of repurchasing it in the near term.
On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking.
It is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

(g) Financial instruments (cont'd)

(ii) Financial liabilities and equity (cont'd)

Financial liabilities at FVTPL (cont'd)

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if either:

Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise.
The financial liability forms part of a Company of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the Companying is provided internally on that basis.
It forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.

Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognized in profit or loss to the extent that they are not part of a designated hedging relationship. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in profit or loss.

However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognized in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of liability is recognized in profit or loss. Changes in fair value attributable to a financial liability's credit risk that are recognized in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability.

Gains or losses on financial guarantee contracts issued by the Company that are designated by the Company as at FVTPL are recognized in profit or loss. As at December 31, 2021 and 2020, the Company had no such contracts outstanding.

Financial liabilities measured subsequently at amortized cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortized cost using the effective interest method.

(g) Financial instruments (cont'd)

(ii) Financial liabilities and equity (cont'd)

Financial liabilities measured subsequently at amortized cost

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.

Financial guarantee contract liabilities

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do not arise from a transfer of an asset, are measured subsequently at the higher of:

The amount of the loss allowance determined in accordance with IFRS 9 (see financial assets above)
The amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out above

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortized cost of the instruments. These foreign exchange gains and losses are recognized in profit or loss for financial liabilities that are not part of a designated hedging relationship. For those which are designated as a hedging instrument for a hedge of foreign currency risk foreign exchange gains and losses are recognized in other comprehensive income and accumulated in a separate component of equity. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognized in profit or loss for financial liabilities that are not part of a designated hedging relationship.

(g) Financial instruments (cont'd)

(ii) Financial liabilities and equity (cont'd)

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

When the Company exchanges with the existing lender one debt instrument into another one with substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Company accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification is recognized in profit or loss as the modification gain or loss within other gains and losses.

Classification

The following table outlines the financial assets and liabilities and their classification of those values:

Financial instrument	Classification
Financial assets: Cash and cash equivalents Trade and other receivables Restricted cash	Amortized cost Amortized cost Amortized cost
Financial liabilities: Trade and other payables Convertible loans Promissory notes Shareholder loans	Amortized cost FVTPL FVTPL Amortized cost

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value.

(i) Provisions

Provisions are recognized when present (legal or constructive) obligations resulting from a past event will lead to a probable outflow of economic resources, and amounts can be estimated reliably. Provisions are measured at management's best estimate of the expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resources as a result of present obligations is considered remote, no liability is recognized.

(j) Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects. Dividends thereon are recognized as distributions within equity upon approval of the Company's shareholders.

(k) Share-based compensation

Where equity instruments are granted to employees, they are recorded at the fair value of goods and services received in the statement of loss and comprehensive loss. The fair value is measured at the grant date and recognized over the period during which the options vest. The fair value of options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At the end of each reporting period, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. When the value of goods and services received in exchange for the share-based payment cannot be reliably estimated, the goods or services received are measured, indirectly, by reference to the fair value of equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service.

(l) Loss per share

The basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional shares that would have been outstanding if potentially dilutive common shares had been issued during the year.

The dilutive effect of shares on net comprehensive loss per share is calculated by determining the proceeds for the exercise of such securities, which are then assumed to be used to purchase common shares of the Company. Instruments that would be anti-dilutive are not included in the calculation of diluted loss per share.

6. CRITICAL ACCOUNTING JUDGMENTS

In applying the Company's accounting policies, which are described in Note 5, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in financial statements.

(a) Business model assessment

Classification and measurement of financial assets depends on the results of solely payments of principal and interest ("SPPI") and the business model test (please see financial assets sections of Note 5). The Company determines the business model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment includes judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed and how the managers of the assets are compensated.

The Company monitors financial assets measured at amortised cost or fair value through other comprehensive income that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the Company's continuous assessment of whether the business model for which the remaining financial assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business model and so a prospective change to the classification of those assets. No such changes were required during the periods presented.

(b) Significant increase in risk

As explained in Note 5, ECL are measured as an allowance equal to 12-month ECL for stage 1 assets, or lifetime ECL for stage 2 or stage 3 assets. An asset moves to stage 2 when its credit risk has increased significantly since initial recognition. IFRS 9 does not define what constitutes a significant increase in credit risk. In assessing whether the credit risk of an asset has significantly increased, the Company takes into account qualitative and quantitative reasonable and supportable forward-looking information.

(c) Going concern

The Company applies judgment to determine whether there are material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern (Note 2).

6. CRITICAL ACCOUNTING JUDGMENTS (CONT'D)

(d) Revenue

Presentation of certain revenue transactions on a gross or net basis. No critical estimates are involved in the determination of presentation of certain revenue transactions on a gross or net basis. Whether presentation of certain revenue transactions are on a gross or net basis by consideration of: (i) determination of primary responsibility for fulfilling sales orders, (ii) whether the Company has inventory risk, (iii) whether the Company has latitude in establishing prices, either directly or indirectly.

(e) Provisions and contingencies

The Company may encounter obligations arising from past events, which will only be confirmed by the occurrence or non-occurrence of future events not wholly within the control of the Company or where the obligation cannot be reliably estimated. The Company reviews such situations at each statement of financial position date and makes judgments on all information available to determine if an outflow of economic resources can be reliably estimated or not. If this is not possible, a contingency is reported for each material case.

(f) Income taxes

The Company applies judgment in determining the tax rates applicable to the temporary differences to determine the provision for income taxes. Deferred taxes relate to temporary differences between accounting and tax asset values. They are measured using tax rates that are expected to apply in the year when the asset is realized, or the liability is settled. Temporary differences are differences between accounting and tax asset values expected to be deductible or taxable in the future.

7. KEY SOURCES OF ESTIMATION UNCERTAINTY

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

(a) Calculation of loss allowance

When measuring ECL the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.

7. KEY SOURCES OF ESTIMATION UNCERTAINTY (CONT'D)

(a) Calculation of loss allowance (cont'd)

If the ECL rates on trade receivables between 61 and 90 days past due had been 10 per cent higher (lower) as of December 2021, the loss allowance on trade receivables would have been \$3 (2020 – \$3) higher (lower).

If the ECL rates on trade receivables between 31 and 60 days past due had been 10 per cent higher (lower) as of December 2021, the loss allowance on trade receivables would have been \$Nil (2020 – \$Nil) higher (lower).

(b) Fair value measurements and valuation processes

Some of the Company's assets and liabilities are measured at fair value for financial reporting purposes. The Board of Directors of the Company has set up a valuation committee, which is headed up by the Chief Financial Officer of the Company, to determine the appropriate valuation techniques and inputs for fair value measurements.

In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation. The valuation committee works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model. The Chief Financial Officer reports the valuation committee's findings to the board of directors of the Company every quarter to explain the cause of fluctuations in the fair value of the assets and liabilities.

The valuations of private equity investments, contingent consideration in business combinations and nonderivative financial assets held for trading are particularly sensitive to changes in one or more unobservable inputs which are considered reasonably possible within the next financial year.

(c) Share based payments

The Company measures restricted share units granted to employees that vest in specified installments over the service period based on the fair value of each tranche on the grant date by using the Black-Scholes optionpricing model. Based on the Company's estimate of equity instruments that will eventually vest, a compensation expense is recognized over the vesting period applicable to the tranche with a corresponding increase to contributed surplus. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 16.

At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment in contributed surplus. When the stock options are exercised, share capital is credited by the sum of the consideration paid and the related portion previously recorded in contributed surplus.

8. REVENUES

(a) Disaggregation of revenue

The Company derives its revenue from contracts with customers in the following major product lines. The disclosure of revenue by product line is consistent with the revenue information that is disclosed for each reportable segment.

	2021	2020
	\$	\$
Sales of enterprise media - to corporate customers	594	278
Sales of SaaS - to corporate customers	-	-
Sales of SaaS - direct retail customers	-	-
	594	278

The Company derives its revenue from contracts with customers for the transfer of goods and services over time and at a point in time.

	2021	2020
	\$	\$
Services transferred at a point in time	-	-
Services transferred over time	594	278
	594	278

(b) Unsatisfied performance obligations

The transaction price allocated to partially unsatisfied performance obligations as at 31 December 2021 is \$Nil (2020 – \$Nil). The Company determines the basis for unsatisfied performance obligations based on the quantum of unsatisfied services, with respect to the contract with its customers, at a particular point in time.

9. RESEARCH AND DEVELOPMENT

	2021	2020
	\$	\$
Developer salaries and wages	98	83
Software and other information technology	64	33
Subcontractors and casual labour	-	30
	162	146

10. SELLING, GENERAL AND ADMINISTRATIVE

	Note	2021	2020
		\$	\$
Share-based payments	16, 17(b)(iii), 17(d)(i)	389	8
Professional fees		135	75
Office and general		76	21
Administrative salaries and wages		69	115
Depreciation and amortization		2	-
Change in estimated credit losses		(17)	19
Other		14	17
		668	255

11. FINANCE COSTS

	Note	2021	2020
		\$	\$
Change in fair value of convertible loans	14	2,304	404
Revaluation of promissory notes	15	398	-
Interest and bank charges		17	2
Currency translation differences		1	17
		2,720	423

12. OPERATING SEGMENTS

The Company primarily provides a marketing automation platform with dynamic push notifications. In measuring its performance of its revenues, the Company does not distinguish or group its operations on a geographical or any other basis and, accordingly has a single reportable operating segment.

The directors have applied judgment by aggregating its operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of the services and an expectation that operating segments within a reportable segment have similar economic characteristics.

The Company's Chief Executive Officer is the chief operating decision maker ("CODM") and regularly reviews The Company's operations and performance on a consolidated basis. The CODM receives reports exclusively on a consolidated basis and the reports are not segregated by revenue stream, given their nature is exclusively digital media advertising, regardless of the nature of the customer. All information technology management personnel and sales managers examine the results of operations on a consolidated basis and report to the CODM under this basis.

13. TRADE AND OTHER PAYABLES

	2021	2020
	\$	\$
Trade accounts payable	154	298
Employee-related liabilities	75	65
Institutions	-	31
Other	62	81
	291	475

14. CONVERTIBLE LOANS

During the year ended December 31, 2019, the Company entered into Convertible Loan Agreements ("CLAs") with three individual lenders for an aggregate principal amount of \$550 for which gross proceeds were received of \$550. The CLAs bear interest at 20% per annum, on a non-compounding basis and were designated to be measured at FVTPL upon initial recognition as they form part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.

As at December 31, 2021 and 2020, the fair value of the conversion rights of the CLAs was estimated using the binomial lattice model with the assumptions listed below. The fair value of the loan payable portion of the CLAs was performed using a discounted cash flow approach. The corresponding change in fair value was recorded in profit or loss.

The assumptions used in the binomial lattice model included: (i) the pre-merger weighted average value of the Company of \$5,973 (2020 – \$5,973), (ii) an estimated probability of the Qualifying Transaction successfully completing of 75% (2020 – 75%), (iii) a weighted-average discount for lack of marketability of 20.07% (2020 – 11.99%), and (iv) a measure of stock price volatility of 57.74% (2020 – 57.74%).

The continuity of convertible loans for the years ended December 31, 2021 and 2020 are as follows:

	2021	2020
	\$	\$
Balance, beginning of year	982	428

Change in fair value	2,304	404
Interest expense	-	150
Conversion, common shares issued	(3,286)	-
Balance, end of year	-	982

During the year ended December 31, 2021, all outstanding convertible debentures, having an aggregate principal amount of \$550, in addition to accrued interest of \$188, were converted into 9,534,510 common shares of the Company at an imputed price of \$0.06 per common share issued. The fair market value prior to conversion was \$3,286.

15. PROMISSORY NOTES

(a) General

The equity conversion feature embedded in contracts about convertible loans granted to the Company is only accounted for as equity when it will exclusively be settled by the entity delivering a fixed number of its own equity shares in exchange for a fixed amount of cash (the 'fixed-for-fixed criterion'). The promissory notes were designated to be measured at FVTPL upon initial recognition as they form part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.

15. PROMISSORY NOTES (CONT'D)

(b) SAFE

During the year ended December 31, 2021, the Company entered into a series of Simple Agreement(s) for Future Equity ("SAFE") with several investors. The agreements provide each investor with the option to, on liquidation, either (i) convert the consideration originally advanced into common shares of the Company based on a stipulated formula determining the price of each common share, or (ii) receive the original consideration in cash.

On the closing of these agreements, the Company received total consideration of \$262.

Since the SAFE agreements do not result in delivery of a fixed number of the Company's own equity shares in exchange for original proceeds, this amount has been recorded as a current liability. The conversion options embedded in the SAFE agreements are considered embedded derivative financial liabilities not closely related to the host loan agreement and are recognized as a financial liability at FVTPL. Any subsequent changes in the fair value of the conversion option are recognized in the statements of comprehensive loss under finance costs.

The Company evaluated the fair market value of the SAFE agreements by considering different scenarios stipulated in the agreements by their weighted probability to occur. The fair market value of each individual scenario was estimated using the binomial lattice model with the assumptions listed below:

	2021
Share price	\$ 0.014
Strike price	\$ 0.045
Term to maturity, in years	0.65
Expected volatility	57.74%
Risk-free interest rate	0.25%

(c) Promissory notes

During the year ended December 31, 2020, the Company received \$49 from an investor in exchange for a promissory note with a conversion feature. During the year ended December 31, 2021, the Company received an additional \$151 from the investor under the same terms and conditions as the original advance. The investor was issued 2,318,183 common shares after executing the conversion option during the year ended December 31, 2021.

Since the promissory notes did not result in delivery of a fixed number of the Company's own equity shares in exchange for original proceeds, this amount was recorded as a current liability. Any subsequent changes in the fair value of the conversion option are recognized in the statements of comprehensive loss under finance costs.

The Company recognized \$398 as the change in fair value of the promissory notes for the year ended December 31, 2021 (Note 11).

16. RESTRICTED SHARE UNITS

The Company's Board of Directors approved a Restricted Share Unit Plan ("RSU Plan") of 2,353,445 restricted share units ("RSUs") on July 2021. The RSU Plan allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company's compensation committee.

The purchase price for common shares of the Company issuable under each Restricted Share Unit ("RSU") award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the board.

The TSXV requires the Company to fix the number of common shares to be issued in settlement of awards that are not options. The maximum number of common shares available for issuance pursuant to the settlement of RSUs shall be an aggregate of 2,140,445 common shares.

(a) Activity during the year

The Company granted 2,140,445 RSUs during the year ended December 31, 2021 as part of three separate issuances. The weighted-average fair value of each RSU granted was estimated at \$0.19 for an aggregate fair value on the dates of grants of \$413.

The Company granted 212,846 RSUs during the year ended December 31, 2021 to the holders of the 212,846 warrants that were cancelled during the year (Note 17(d)). The weighted-average fair value of each RSU granted was estimated at \$0.19. The Company replaced 212,846 common share purchase warrants with 212,846 RSUs without additional consideration.

The RSUs will be recognized as share-based compensation expense over the vesting period, which is generally 3 years.

(b) Issued and outstanding

The Company's outstanding RSUs are as follows:

	2021	2020

Balance, beginning of year	-	-

Granted	2,353,291	-
Cancelled	-	-
Balance, end of year	2,353,291	-

During the year ended December 31, 2021, share-based compensation expense for the Company's RSUs was \$175 (2020 – \$Nil). As at December 31, 2021, a total of 635,895 RSUs (2020 – Nil RSUs) had vested.

17. SHARE CAPITAL

(a) Authorized

The Company is authorized to issue 51,313,000 common shares.

(b) Issued

	Note	Shares	Consideration
		#	\$
Balance as at December 31, 2020		8,156,714	625
Conversion of convertible loans	14	9,534,510	3,286
Shares issued for settlement of debt	(i)	641,411	50
Private placement, net of costs	(ii)	2,318,183	597
Shares issued for services	(iii)	1,693,329	207
Shares issued for finder's fees	(iv)	18,334	4
		14,205,767	4,144
Balance as at December 31, 2021		22,362,481	4,769

(i) Shares issued for settlement of debt

In July 2021, 641,411 common shares were issued to one of the Company's suppliers as a settlement of an amount payable. The fair value of the common shares issued was determined to be \$50 as calculated using the outstanding accounts payable balance at the time of settlement.

(ii) Private placement, net of costs

In July 2021, 2,318,183 common shares were issued to one of the Company's shareholders in exchange for \$200. The funding arrangement allows the shareholder to purchase an additional 10% of the Company's issued and outstanding common shares for an additional \$200 in two \$100 (5%) increments. The fair value of the common shares issued was determined to be \$597, in aggregate, as calculated using the Black Scholes option pricing model. Correspondingly, the Company recognized a loss of \$398 on account of revaluation of loan payable for the year ended December 31, 2021 on the closing of this placement.

(iii) Shares issued for services

In July 2021, 1,693,329 shares were issued to a Company's agent for the private placement offering as part of the agent's consulting fee for the period from May 2021 to its closing. The shares will be subject to cancellation if a successful listing on a stock exchange is not completed, and as a result, the Company recorded a share-based payment expenses in the amount of \$207. The Company estimates the probable occurrence of a listing event, and therefore, the Company calculated the value of the grant according to IFRS 2. The agent has also a broker fee as described in Note 1(a).

17. SHARE CAPITAL (CONT'D)

(b) Issued (cont'd)

(iv) Shares issued for finder's fees

In August 2021, 18,334 common shares were issued to a shareholder of the Company for finder's services rendered as part of the SAFE agreements (Note 15(b)) and, as a result, the Company recorded a share-based payment expenses at the amount of \$4 according to IFRS 2. The issuance of shares is subject to the conversion of the SAFE agreements.

(c) Additional paid-in capital

	Note	2021	2020
			\$
Balance, beginning of year		32	24
Warrant issuance	17(d)	3	8
Share-based payments	16	175	-
		178	8
Balance, end of year		210	32

(d) Warrants

The following table reflects the continuity of the Company's warrants:

			Weighted average excersice
	Note	Number	price	Amount
		#	\$	\$
Balance as at December 31, 2019 and 2020		1,675,559	0.0006	9
Granted	(i)	105,556	0.0006	3
Cancelled	(ii)	(212,846)	0.0006	-
Expired		(1,568,269)	0.0006	-
Balance, as at December 31, 2021		-		-

(i) Issuance of warrants

On July 12, 2021, the Company issued 105,556 common share purchase warrants having an exercise price of \$0.0006 and an expiry of the earlier of July 12, 2022 or the completion of the Qualifying Transaction. The common share purchase warrants issued were valued at an aggregate of \$3.

(ii) Cancellation of warrants and replacement with RSUs

During the year ended December 31, 2021, the Company replaced 212,846 common share purchase warrants with 212,846 RSUs (Note 16) without additional consideration. The Company accounted for the transaction as a reclassification between the respective reserves in shareholders' equity.

18. CAPITAL MANAGEMENT AND DEBT

The Company considers its capital to be its shareholders' equity.

As of December 31, 2021, the Company had a shareholders' deficiency of \$493 (2020 – \$1,434). The Company's objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, through the use of lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.

The Company does not use ratios in the management of its capital. There have been no changes to management's approach to managing its capital during the years ended December 31, 2021, and 2020.

19. RELATED PARTY TRANSACTIONS

(a) Key management compensation

Key management includes the Company's directors, officers and any consultants with the authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:

	2021	2020

Total compensation paid to key management	213	176
Share-based payments	107	-
Management fee to a director	24	-
	344	176

Total compensation paid to key management is recorded in consulting fees and salaries and wages in the consolidated statement of loss and comprehensive loss for the years ended December 31, 2021, and 2020.

Amounts due to related parties as at December 31, 2021 with respect to the above fees were \$44 (2020 – \$44). The amounts due to related parties are recorded within accounts payable and accrued liabilities on the consolidated statements of loss and comprehensive loss. These amounts are unsecured, non-interest bearing and due on demand.

(b) Shareholder loans

As at December 31, 2021, the Company has two promissory notes outstanding with an aggregate balance of \$140 (2020 – \$Nil) to two of its shareholders. The promissory notes bear interest at 5% on \$70 and 10% on \$70 per annum, respectively, and were repayable on February 1, 2022. Subsequent to year-end, the shareholders agreed to postpone repayment until January 1, 2024. Interest accrued on these promissory notes for the year ended December 31, 2021 was \$1 (2020 – \$Nil).

20. INCOME TAXES

The Company had no income tax expense or benefit for the year ended December 31, 2021.

(a) Reconciliation of the effective tax rate

The reconciliation of the statutory income tax rate of 23% (2020 – 23%) to the effective tax rate is as follows:

	2021	2020
	\$	\$
Loss before income taxes	(3,381)	(812)
Statutory income tax rate	23%	23%
Expected income tax benefit	(778)	(187)
Reconciling items:
Stock-based compensation and other non-deductible expenses	712	92
Deferred tax assets not recognized	66	95
Income tax expense	-	-

(b) Deferred income taxes

As of December 31, 2021, the Company has estimated carry forward tax losses of \$1,194 which may be carried forward and offset against taxable income for an indefinite period in the future, provided the availability of taxable income.

Deferred tax assets have not been recognized in respect to these items because it cannot be determined as probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

21. LOSS PER SHARE

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted loss per share assumes the conversion, exercise or issuance of all potential common share equivalents unless the effect is to reduce the loss or increase the income per share.

For purposes of this calculation, stock options, warrants and RSU's are considered to be potential common shares and are only included in the calculation of diluted loss per share when their effect is dilutive.

Due to the net loss incurred during the years ended December 31, 2021, and 2020, all outstanding options, RSU's and warrants were excluded from diluted weighted-average common shares outstanding as their effect was anti-dilutive.

Weighted average common shares outstanding for the years ended December 31, 2021, and 2020 were 15,258,069 and 8,156,714, respectively.

(a) Financial risk management objectives and policies

The Company's activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, and liquidity risk. These financial instrument risks are actively managed by the Company under the policies approved by the Board of Directors. On an ongoing basis, the finance department actively manages market conditions with a view to minimizing the exposure of the Company to changing market factors, while at the same time limiting the funding costs to the Company.

(b) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses information supplied by independent rating agencies where available, and if not available, the Company uses other publicly available financial information and its own records to rate its customers. Credit risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company's maximum exposure to credit risk.

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect to accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The allowance for doubtful accounts was \$6 and \$Nil as of December 31, 2021, and 2020, respectively.

The Company's accounts receivable are concentrated among customers in the media and broadcasting industry, which may be affected by adverse economic factors impacting that industry. The Company performs ongoing credit evaluations of its major customers, maintains reserves for expected credit losses, and does not require any collateral deposits.

The Company's major clients, by proportion of trade receivables and proportion of revenues are:

		2021		2020
	% of trade	% of	% of trade	% of
	receivables	revenues	receivables	revenues
Customer A	100%	58%	100%	50%
Customer B	0%	42%	0%	0%
Customer C	0%	0%	0%	35%
Customer D	0%	0%	0%	10%
Other	0%	0%	0%	5%
	0%	0%	0%	50%

(b) Credit risk (cont'd)

The below tables reflect the aging of the Company's aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of December 31, 2021 and 2020, respectively:

December 31, 2021	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	69	-	-	-	69
Deferred issuance costs	109	-	-	-	109
Trade receivables	-	-	-	12	12
	178	-	-	12	190
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	50%	3%

December 31, 2020	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	40	-	-	-	40
Trade receivables	-	-	-	46	46
	40	-	-	46	86
Allowance for doubtful accounts	-	-	-	(46)	(46)
% allowance	0%	0%	0%	100%	53%

The Company's continuity of expected credit losses is as follows:

	2021	2020
	\$	\$
Opening balance of expected credit losses	46	25
Recognition of expected credit losses	(40)	21
	6	46

(c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows and matching maturity profiles of financial assets and liabilities. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand.

The Company's policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

(c) Liquidity risk (cont'd)

The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

	< 1 year	1-2 years	2-5 years
	\$	\$	\$
Trade and other payables	291	-	-
Promissory notes	262	-	-
Shareholder loans	140	-	-
	693	-	-

(d) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to fair value risk with respect to debt which bears interest at fixed rates.

(e) Foreign exchange rates

The Company's exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts and other receivables, debt and accounts payable denominated in foreign currencies.

(f) Fair value hierarchy

The following tables combine information about:

classes of financial instruments based on their nature and characteristics;
the carrying amounts of financial instruments;
fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
Level 3: This level includes valuations based on inputs which are unobservable.

(f) Fair value hierarchy (cont'd)

For the year ended December 31, 2021:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	11
Other receivables	-	-	-	178
Trade receivables	-	-	-	6
Restricted cash	-	-	-	5
Carrying value at December 31, 2021	-	-	-	200

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	\$	\$	\$
Financial liabilities:
Trade and other payables	-	-	291
Promissory notes	262	-	-
Shareholder loans	-	-	140
Carrying value at December 31, 2021	262	-	431

For the year ended December 31, 2020:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	29
Other receivables	-	-	-	40
Trade receivables	-	-	-	-
Restricted cash	-	-	-	1
Carrying value at December 31, 2020	-	-	-	70

	FVTPL - mandatorily measured	FVTPL - designated	Amortized cost
	\$	\$	\$
Financial liabilities:
Trade and other payables	-	-	475
Convertible loans	982	-	-
Promissory notes	49	-	-
Carrying value at December 31, 2020	1,031	-	475

(f) Fair value hierarchy (cont'd)

A summary of instruments, with their classification in the fair value hierarchy is as follows:

		31-Dec-21	31-Dec-21
	Level	Carrying value	Fair value
		\$	\$

Convertible loans	Level 3	-	-
Promissory notes	Level 3	262	262

The Company's inputs considered in its Level 2 classification of convertible loans are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair
		value
The fair value of the convertible debentures as of December 31, 2021 has been calculated using a	See disclosure in Note 14.	The estimated fair value would increase (decrease) if:
binomial lattice methodology.		The weighted-average value of the Company was higher (lower)
		The probability of successful completion of the Qualifying Transaction was higher (lower)
		The discount for lack of marketability was lower (higher)
		The measure of stock price volatility was lower (higher)
The fair value of the convertible debentures as of December 31, 2020 has been calculated using a	See disclosure in Note 14.	The estimated fair value would increase (decrease) if:
binomial lattice methodology.		The weighted-average value of the Company was higher (lower)
		The probability of successful completion of the Qualifying Transaction was higher (lower)
		The discount for lack of marketability was lower (higher)
		The measure of stock price volatility was lower (higher)

(f) Fair value hierarchy (cont'd)

The Company's inputs considered in its Level 2 classification of promissory notes are as follows:

Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The conversion ratio between promissory notes and common shares of the Company.	The estimated fair value would increase (decrease) if:
The Company's value as at the	The share price of the Company was higher (lower)
The probability of the occurrence	The strike price of the Company was lower (higher)
The discount for lack of	The term to maturity, in years, was lower (higher)
Other inputs as disclosed in Note	The measure of stock price volatility was lower (higher)
	The probability of successful completion of the Qualifying Transaction was higher (lower)
	date of valuation. of the Qualifying Transaction. marketability. 15.

23. SUBSEQUENT EVENTS

(a) Private placement

In February of 2022, the Company closed on the issuance of 5,745,050 units (the "Units") for gross proceeds of 2,298,000 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company at a price of 0.60 CAD per share for a period of 10 years. In connection with this issuance, the Company issued 137,538 Units as payment of commissions to finders, subject to the same terms described above.

(b) Conversion of SAFE loans

In February of 2022, the Company entered into an agreement to issue 1,216,228 common shares for gross proceeds of \$272 in a series of SAFE loan conversions (Note 17(e)) upon the successful closing of the Qualifying Transaction.

23. SUBSEQUENT EVENTS (CONT'D)

(c) Stock split

In March of 2022, the Company effected a 5.1313:1 stock split of its common shares in the form of a 100% common share dividend to shareholders of record. All share and earnings per share information have been retroactively adjusted to reflect the stock split.

(d) Loans from shareholders

In February of 2022, the Company received a loan from one of its SAFE (Note 17) investors for \$50. The loan bears interest at 5% per annum, is unsecured, and repayable on the earlier of: January 1, 2024, or upon the occurrence of various liquidity events. The loan is repayable prior to maturity, at the Company's discretion, without penalty.

In April of 2022, the Company received a loan from one of its shareholders for \$31. The loan bears interest at 10% per annum, is unsecured, and repayable on the earlier of: January 1, 2024, or upon the occurrence of various liquidity events. The loan is repayable prior to maturity, at the Company's discretion, without penalty.

In May of 2022, the Company received a loan, countersigned by three investors, for \$30. The loan bears interest at 10% per annum, is unsecured, and repayable on the earlier of: January 1, 2024, or upon the occurrence of various liquidity events. The loan is repayable prior to maturity, at the Company's discretion, without penalty.

(e) Commitment

In May of 2022, the Company signed a consulting agreement, countersigned by three investors, whereby these parties will provide consulting services to the Company, with respect to business development, for a monthly charge of \$4. The agreement is in force for thirteen months after its signing and can be terminated on onemonth's notice by any party to the agreement.

(f) Restricted Share Units

In April of 2022, the Company terminated its previous arrangement with an officer and director of the Company. As a result, 283,351 RSUs were cancelled and returned to the unallocated pool.

Interim Condensed Financial Statements

For the three-month periods ended March 31, 2022

(Expressed in United States Dollars)

(Unaudited)

Interim Condensed Statements of Financial Position3
Interim Condensed Statements of Loss and Comprehensive Loss4
Interim Condensed Statements of Changes in Equity 5
Interim Condensed Statements of Cash Flows 6
Notes to the Unaudited Interim Condensed Financial Statements7

MESSAGE NOTIFY LTD. Interim Condensed Statements of Financial Position As at March 31, 2022 (Expressed in thousands of United States Dollars except for Number of Shares) UNAUDITED

		March 31,	December
	Note	2022	31, 2021
		\$	\$
ASSETS
Current
Cash and cash equivalents		-	11
Other receivables	18	170	178
Trade receivables	18	6	6
Restricted cash		1	5
		177	200
LIABILITIES
Current
Bank indebtedness		9	-
Trade and other payables	11	259	291
Warrant liability	14(b)(d)	14	-
Promissory notes	12	272	262
Shareholder loans	16(b)	190	140
		744	693
SHAREHOLDER'S DEFICIENCY
Share capital	14(b)	4,938	4,769
Additional paid in capital	14(c)	257	210
Deficit		(5,762)	(5,472)
		(567)	(493)
		177	200
GOING CONCERN	2
SUBSEQUENT EVENTS	19

"Nahum Segal" "Liran Brenner"

June 16, 2022 Liran Brenner Nahum Segal Date of approval of Director Director the financial statements

Interim Condensed Statements of Loss and Comprehensive Loss

For the three-month period ended March 31, 2022

(Expressed in thousands of United States Dollars except for Number of Shares) UNAUDITED

	Note	2022	2021
		\$	\$
REVENUES	6	-	194
DIRECT COSTS		-	108
GROSS PROFIT		-	86
EXPENSES
Research and development	7	46	48
Selling, general and administrative	8	248	63
Finance income	9	(4)	(5)
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD		(290)	(20)

LOSS PER SHARE
Basic and diluted	17	(0.013)	(0.002)

Interim Condensed Statements of Changes in Equity

For the three-month period ended March 31, 2022

(Expressed in thousands of United States Dollars except for Number of Shares) UNAUDITED

					Total
			Additional		share
	Ordinary	Share	paid in		holders'
	shares	capital	capital	Deficit	deficit
	#	\$	\$	\$	\$
Balance, as at December 31, 2020	8,156,714	625	32	(2,091)	(1,434)
Warrant issuance	-	-	3	-	3
Net loss and comprehensive loss	-	-	-	(20)	(20)
Balance, as at March 31, 2021	8,156,714	625	35	(2,111)	(1,451)
Balance, as at December 31, 2021	22,362,481	4,769	210	(5,472)	(493)
Private placement	250,310	66	-	-	66
Shares issued for services	-	103	47	-	150
Net loss and comprehensive loss	-	-	-	(290)	(290)
Balance, as at March 31, 2022	22,612,791	4,938	257	(5,762)	(567)

NOTE: Common shares of the Company were split subsequent to December 31. 2-21 (Note 1). All share numbers have been adjusted to reflect this split as if it had occurred at the beginning of the reporting period, consistent with the Company's audited annual financial statements (Note 5).

Interim Condensed Statements of Cash Flows

For the three-month period ended March 31, 2022

(Expressed in thousands of United States Dollars except for Number of Shares)

UNAUDITED

	2022	2021
	\$	\$
OPERATING ACTIVITIES
Net loss and comprehensive loss for the period	(290)	(20)
Items not affecting cash:
Depreciation and amortization	-	1
Change in fair value of convertible loans	-	3
Share-based compensation	150	3
	150	7
Changes in non-cash working capital:
Other receivables	8	(4)
Trade and other payables	(32)	(8)
	(24)	(12)
CASH AND CASH EQUIVALENTS USED IN OPERATING ACTIVITIES	(164)	(25)
INVESTING ACTIVITY
Change in restricted cash	4	-
FINANCING ACTIVITIES
Bank indebtedness	9	-
Loans from shareholder	50	-
Proceeds from private placement	80	-
Issuances of promissory notes	10	-
CASH AND CASH EQUIVALENTS USED IN FINANCING ACTIVITIES	149	-
CHANGE IN CASH AND CASH EQUIVALENTS	(11)	(25)

Cash and cash equivalents, beginning of the period	11	29
Cash and cash equivalents, end of the period	-	4

1. GENERAL INFORMATION

These interim condensed financial statements are presented in United States Dollars, except per share and number of share amounts, and are rounded to the nearest thousand.

(a) Qualifying Transaction

On March 24, 2022, the Company effected a 5.1313:1 stock split of its common shares. All share and earnings per share information have been retroactively adjusted to reflect the stock split.

In advance of the Merger Transaction, the Company completed a private placement of subscription receipts. Pursuant to the terms, each Subscription Receipt automatically converted into one unit of securities of the Company (a "Unit") composed of one ordinary share and one warrant immediately before the exchange of outstanding securities.

The agents' commission shall be 8% in cash based on the aggregate number of subscription receipts sold pursuant to the offering and shall be payable at closing. In addition, the Company will issue to the agents, at closing, compensation warrants equal to 8% of the aggregate number of subscription receipts sold pursuant to the offering.

2. GOING CONCERN

These interim condensed financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The realizable values may be substantially different from their carrying values, as shown in these interim condensed financial statements. These interim condensed financial statements do not affect adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

As at March 31, 2022, the Company had total liabilities in excess of total assets of \$567 (December 31, 2021 – \$493) and a cumulative deficit of \$5,762 (December 31, 2021 – \$5,472). The Company has not yet been able to generate positive cash flows from operations. These conditions raise material uncertainties which may cast a significant doubt upon the Company's ability to continue as a going concern. Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due after March 31, 2022, is uncertain.

3. BASIS OF PREPARATION

(a) Statement of compliance

These interim condensed financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These unaudited interim condensed financial statements are prepared on a basis consistent with the accounting policies disclosed in the audited financial statements for the fiscal year ended December 31, 2021; and should be read in conjunction with those audited financial statements. Interim results are not necessarily indicative of the results expected for the fiscal year.

These interim condensed financial statements were approved and authorized for issue by the Board of Directors on June 16, 2022.

(b) Functional and presentation currency

These interim condensed financial statements are presented in the United States dollars, which is the Company's functional and presentation currency.

The interim condensed financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

4. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

At the date of authorization of these interim condensed financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective and, in some cases, had not yet been adopted by the relevant accounting body:

Amendments to IAS 1	Classification of Liabilities as Current or Non-current
Amendments to IFRS 3	Reference to the Conceptual Framework
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use
Amendments to IAS 37	Onerous Contracts—Cost of Fulfilling a Contract
Annual Improvements to IFRS Standards 2018-2020 Cycle	Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture
Amendments to IAS 1 and	Disclosure of Accounting Policies
IFRS Practice Statement 2
Amendments to IAS 8	Definition of Accounting Estimates
Amendments to IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The directors do not expect that the adoption of the Standards listed above will have a material impact on the interim condensed financial statements of the Company in future periods.

5. SIGNIFICANT ACCOUNTING POLICIES

The condensed interim financial statements have been prepared in accordance with the accounting policies included in the Company's audited financial statements for the years ended December 31, 2021 and 2020. These accounting policies are based on the IFRS applicable at that time. The condensed interim financial statements do not include all of the disclosures included in the audited financial statements for the years ended December 31, 2021 and 2020 and accordingly, should be read in conjunction with the audited financial statements for the years ended December 31, 2021 and 2020 and notes thereto.

6. REVENUES

(a) Disaggregation of revenue

	For the 3-month	For the 3-month
	period ended	period ended March
	March 31, 2022	31, 2021
	\$	\$
Sales of enterprise media - to corporate customers	-	194
Sales of SaaS - to corporate customers	-	-
Sales of SaaS - direct retail customers	-	-
	-	194

6. REVENUES (CONT'D)

(a) Disaggregation of revenue

The Company derives its revenue from contracts with customers for the transfer of goods and services over time and at a point in time.

	For the 3-month	For the 3-month
	period ended	period ended March
	March 31, 2022	31, 2021
	\$	\$
Services transferred at a point in time	-	-
Services transferred over time	-	194
	-	194

(b) Unsatisfied performance obligations

The transaction price allocated to partially unsatisfied performance obligations as at March 31, 2022 is \$Nil (December 31, 2021 – \$Nil). The Company determines the basis for unsatisfied performance obligations based on the quantum of unsatisfied services, with respect to the contract with its customers, at a particular point in time.

7. RESEARCH AND DEVELOPMENT

	For the 3-month	For the 3-month
	period ended	period ended March
	March 31, 2022	31, 2021
	\$	\$
Developer salaries and wages	27	34
Software and other information technology	19	14
Subcontractors and casual labour	-	-
	46	48

8. SELLING, GENERAL AND ADMINISTRATIVE

		For the 3-month	For the 3-month
		period ended	period ended March
	Note	March 31, 2022	31, 2021
		\$	\$
Share-based payments	13, 14	150	3
Professional fees		72	30
Administrative salaries and wages		23	22
Office and general		3	8
		248	63

9. FINANCE INCOME AND EXPENSE

		For the 3-month	For the 3-month
		period ended	period ended March
	Note	March 31, 2022	31, 2021
		\$	\$
Interest on shareholders loans		3	-
Change in fair value of convertible loans		-	3
Revaluation of promissory notes	12	-	-
Interest and bank charges		-	-
Currency translation differences		(7)	(8)
		(4)	(5)

10. OPERATING SEGMENTS

11. TRADE AND OTHER PAYABLES

		March 31,	December 31,
	Note	2022	2021
		\$	\$
Trade accounts payable		111	154
Employee-related liabilities	(i)	64	75
Institutions		-	-
Other		84	62
		259	291

(i) Subsequent to March 31, 2022, the Company entered into an agreement with an employee to convert the liability into common shares of the Company upon completion of the Qualifying Transaction.

12. PROMISSORY NOTES

On the closing of these agreements, the Company received total consideration of \$262, with this amount having been recorded as a current liability. As at December 31, 2021, \$10 was still due from one of the investors in connection with the closing of the SAFE agreements.

	March 31, 2022	December, 31 2021
Share price	\$ 0.014	\$ 0.014
Strike price	\$ 0.045	\$ 0.045
Term to maturity, in years	0.65	0.65
Expected volatility	57.74%	57.74%
Risk-free interest rate	0.25%	0.25%

During the three months ended March 31, 2022, one of the SAFE investors advanced a remaining \$10 which had been due to the Company on the closing of the agreements, as described above, and had been recorded as an amount receivable at December 31, 2021.

13. RESTRICTED SHARE UNITS

(a) General

The RSU Plan allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company's compensation committee.

The RSUs are recognized as share-based compensation expense over the vesting period, which is generally 3 years.

(b) Activity during the period

During the three months ended March 31, 2022, the Company entered into a commitment to issue 180,563 RSUs immediately prior to completion of the Qualifying Transaction. The commitment is contingent on the Company successfully obtaining regulatory approvals. No amounts have been recorded with respect to this commitment in these interim condensed financial statements as the issuance is predicated on the successful completion of the Qualifying Transaction and is based on future services that had not been provided as at March 31, 2022.

13. RESTRICTED SHARE UNITS (CONT'D)

(c) Issued and outstanding

The Company's outstanding RSUs are as follows:

	For the 3-month period ended March 31, 2022	For the 3-month period ended March 31, 2021
Balance, beginning of period	2,353,291	-
Granted	-	-
Cancelled	-	-
Balance, end of period	2,353,291	-

During the three-month period ended March 31, 2022, share-based compensation expense for the Company's RSUs was \$47 (2021 – \$175). As at March 31, 2022, a total of 635,895 RSUs (December 31, 2021 – 635,895 RSUs) had vested.

14. SHARE CAPITAL

(a) Authorized

The Company is authorized to issue 51,313,000 common shares.

(b) Issued and outstanding, common shares

	Note	Shares	Consideration
		#	\$
Balance as at December 31, 2020 and March 31, 2021		8,156,714	625
Balance as at December 31, 2021		22,362,481	4,769
Private placement	(i)	250,310	66
Shares issued for services	(ii)	-	103
Balance as at March 31, 2022		22,612,791	4,938

(i) During the three months ended March 31, 2022, the Company closed on the issuance of 250,310 units (the "Units") for gross proceeds of \$80 in a private placement. Each Unit consisted of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company at a price of 0.60 CAD per share for a period of 10 years. The proceeds were allocated between share capital of \$66 and a resulting warrant liability of \$14. The Company evaluated the fair market value of the issuances consistent with that of the SAFE agreements by considering different scenarios stipulated in the agreements by their weighted probability to occur (Note 12).
(ii) In July 2021, 1,693,329 shares were issued to a Company's agent for the private placement offering as part of the agent's consulting fee for the period from May 2021 to its closing. The shares will be subject to cancellation if a successful listing on a stock exchange is not completed, and as a result, the Company recorded a share-based payment expenses in the amount of \$103 (2021 - \$Nil). The Company estimates the probable occurrence of a listing event, and therefore, the Company calculated the value of the grant according to IFRS 2. The agent has also a broker fee as described in Note 1(a).

14. SHARE CAPITAL (CONT'D)

(c) Additional paid-in capital

	Note	2022	2021
			\$
Balance, beginning of period		210	32
Share-based payments	13	47	175
Change in fair value of convertible loans		-	3
		47	178
Balance, end of period		257	210

(d) Warrants

The following table reflects the continuity of the Company's warrants:

			Weighted
			average
			excersice
	Note	Number	price	Amount
		#	\$	\$
Balance as at December 31, 2020 and March 31, 2021		8,597,796	0.0006	9
Balance as at December 31, 2021		-	-	-
Granted	14(b)(i)	250,310	0.0006	14
Cancelled		-	-	-
Expired		-	-	-
Balance, as at March 31, 2022		250,310		14

15. CAPITAL MANAGEMENT AND DEBT

The Company considers its capital to be its shareholders' equity.

As of March 31, 2022, the Company had a shareholders' deficiency of \$567 (December 31, 2021 – \$493). The Company's objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, through the use of lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.

The Company does not use ratios in the management of its capital. There have been no changes to management's approach to managing its capital during the three-month periods ended March 31, 2022 and 2021.

16. RELATED PARTY TRANSACTIONS

(a) Key management compensation

	For the 3-month	For the 3-month
	period ended	period ended
	March 31, 2022	March 31, 2021

Total compensation paid to key management	58	47
Share-based payments	23	-
Management fee to a director	9	-
	90	47

Total compensation paid to key management is recorded in consulting fees and salaries and wages in the interim condensed statement of loss and comprehensive loss for the three-month periods ended March 31, 2022 and 2021.

Amounts due to related parties as at March 31, 2022 with respect to the above fees were \$64 (December 31, 2021 – \$44). The amounts due to related parties are recorded within accounts payable and accrued liabilities on the interim condensed statements of loss and comprehensive loss. These amounts are unsecured, non-interest bearing and due on demand.

(b) Shareholder loans

(i) Existing at the beginning of period

As at December 31, 2021, the Company had two promissory notes outstanding with an aggregate balance of \$140 (December 31, 2021 – \$140) to two of its shareholders. The promissory notes bear interest at 5% on \$70 and 10% on \$70 per annum, respectively, and were repayable on February 1, 2022. Subsequent to period-end, the two shareholders agreed to postpone repayment of the promissory notes until January 1, 2024.

(ii) Activity during the period

In February of 2022, the Company received a loan from one of its SAFE investors (Note 15(a)) for \$50. The loan bears interest at 5% per annum, is unsecured, and repayable on the earlier of: January 1, 2024, or upon the occurrence of various liquidity events. The loan is repayable prior to maturity, at the Company's discretion, without penalty. Subsequent to period-end, in contemplation of the Qualifying Transaction, the shareholder agreed to postpone repayment until the close of the Qualifying Transaction (Note 1(a)).

(ii) Interest expense

Interest accrued on these promissory notes for the three-month period ended March 31, 2022 was \$3 (December 31, 2021 – \$1).

17. LOSS PER SHARE

Due to the net loss incurred during the three-month periods ended March 31, 2022, and 2021, all outstanding options, RSU's and warrants were excluded from diluted weighted-average common shares outstanding as their effect was anti-dilutive.

Weighted average common shares outstanding for the three-month periods ended March 31, 2022, and 2021 were 22,362,483 and 8,156,714, respectively.

18. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Financial risk management objectives and policies

(b) Credit risk

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect to accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The allowance for doubtful accounts was \$6 and \$6 as of March 31, 2022, and December 31, 2021, respectively.

(b) Credit risk (cont'd)

The Company's major clients, by proportion of trade receivables and proportion of revenues are:

		For the 3- month period ended March 31, 2022
	% of trade	% of	% of trade	% of
	receivables	revenues	receivables	revenues
Customer A	100%	0%	100%	50%
Customer B	0%	0%	0%	0%
Customer C	0%	0%	0%	35%
Customer D	0%	0%	0%	10%
Other	0%	0%	0%	5%
	0%	0%	0%	50%

The below tables reflect the aging of the Company's aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of March 31, 2022, and December 31, 2021, respectively:

December 31, 2021	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	69	-	-	-	69
Deferred issuance costs	109	-	-	-	109
Trade receivables	-	-	-	12	12
	178	-	-	12	190
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	50%	3%

December 31, 2021	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	69	-	-	-	69
Deferred issuance costs	109	-	-	-	109
Trade receivables	-	-	-	12	12
	178	-	-	12	190
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	50%	3%

(b) Credit risk (cont'd)

The Company's continuity of expected credit losses is as follows:

	For the 3-
	month period	For the 3-month
	ended March	period ended
	31, 2022	March 31, 2021
	\$	\$
Opening balance of expected credit losses	6	46
Recognition of expected credit losses	-	(40)
	6	6

(c) Liquidity risk

The Company's policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

	< 1 year	1-2 years	2-5 years
	\$	\$	\$
Trade and other payables	259	-	-
Promissory notes	272
Shareholder loans	190	-	-
	721	-	-

(d) Interest rate risk

(e) Foreign exchange rates

(f) Fair value hierarchy

The following tables combine information about:

classes of financial instruments based on their nature and characteristics;
the carrying amounts of financial instruments;
fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
Level 3: This level includes valuations based on inputs which are unobservable.

As at March 31, 2022:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	-
Other receivables	-	-	-	170
Trade receivables	-	-	-	6
Restricted cash	-	-	-	1
Carrying value at March 31, 2022	-	-	-	177

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	\$	\$	\$
Financial liabilities:
Bank indebtedness	-	-	9
Trade and other payables	-	-	259
Promissory notes	272	-	-
Warrant liability	14	-	-
Shareholder loans	-	-	190
Carrying value at March 31, 2022	286	-	458

(f) Fair value hierarchy (cont'd)

As at December 31, 2021:

	FVTPL - mandatorily	FVOCI - mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	11
Other receivables	-	-	-	178
Trade receivables	-	-	-	6
Restricted cash	-	-	-	5
Carrying value at December 31, 2021	-	-	-	200

	FVTPL - mandatorily measured	FVTPL - designated	Amortized cost
	\$	\$	\$
Financial liabilities:
Trade and other payables	-	-	291
Promissory notes	262	-	-
Shareholder loans	-	-	140
Carrying value at December 31, 2021	262	-	431

A summary of instruments, with their classification in the fair value hierarchy is as follows:

	Level	31-Mar-22 Carrying value	31-Mar-22 Fair value
		\$	\$
Warrant liability	Level 3	14	14
Promissory notes	Level 3	272	272

(f) Fair value hierarchy (cont'd)

The Company's inputs considered in its Level 3 classification are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The fair value of the promissory notes as at March 31, 2022 has been calculated using a binomial lattice methodology.	The conversion ratio between promissory notes and common shares of the Company. The Company's value as at the date of valuation. The probability of the occurrence of the Qualifying Transaction. The discount for lack of marketability. Other inputs as disclosed in Note 12.	The estimated fair value would increase (decrease) if: The share price of the Company was higher (lower) The strike price of the Company was lower (higher) The term to maturity, in years, was lower (higher) The measure of stock price volatility was lower (higher) The probability of successful completion of the Qualifying Transaction was higher (lower)

19. SUBSEQUENT EVENTS

(a) Loans from shareholders

(b) Commitment

(c) Restricted Share Units

In April of 2022, the Company terminated its previous arrangement with an officer and director of the Company. As a result, 283,351 RSUs were cancelled and returned to the unallocated pool.

19. SUBSEQUENT EVENTS (CONT'D)

(d) Private placement

In February of 2022, the Company closed on the issuance of 5,745,050 units (the "Units") for gross proceeds of 2,298,000 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company at a price of 0.60 CAD per share for a period of 10 years. As of the date of these interim condensed financial statements, the Units had not yet achieved the escrow release conditions.

SuperBuzz Inc. (formerly Cross Border Capital I Inc.)

Pro Forma Consolidated Statement of Financial Position

March 31, 2022 UNAUDITED

Pro Forma Consolidated Statement of Financial Position 3

Notes to the Pro Forma Consolidated Statement of Financial Position 4

SuperBuzz Inc. (formerly Cross Border Capital I Inc.) Pro Forma Consolidated Statement of Financial Position As at March 31, 2022 (Expressed in thousands of United States Dollars except for Number of Shares)

UNAUDITED

	Message Notify	Cross Border
	Ltd.	Capital I Inc.	Pro forma		Pro forma
	31-Mar-22	31-Mar-22	adjustments	Notes	consolidated
	\$	\$	\$		\$
ASSETS
Current
Cash and cash equivalents	-	159	1,804	4(b)
			31	4(d)
			30	4(d)	2,024
Other receivables	170	-	(109)	3	61
Trade receivables	6	-	-		6
Prepaid expenses	-	-	-		-
Restricted cash	1	-	-		1
	177	159	1,756		2,092
LIABILITIES
Current
Bank indebtedness	9	-	-		9
Trade and other payables	259	72	-		331
Warrant liability	14	-	68	4(b)	82
Promissory notes	272	-	(272)	4(c)	-
Shareholder loans	190	-	31	4(d)
			30	4(d)	251
	744	72	(143)		673
SHAREHOLDER'S DEFICIENCY
Share capital	4,938	260	1,506	4(a)
			(260)	4(a)
			1,420	4(b)
			316	4(b)
			272	4(c)
			435	3
			(39)	3
			185	4(a)	9,033
Additional paid in capital	257	45	(218)	4(a)
			(45)	4(a)	39
Deficit	(5,762)	(218)	1 (1,169)	4(a) 4(a)
			(70)	3
			(435)	3	(7,653)
	(567)	87	1,899		1,419
	177	159	1,756		2,092

1. BACKGROUND

(a) General

The unaudited pro forma consolidated statement of financial position of Message Notify Ltd. (the "Company" or "SuperBuzz") have been prepared by management to reflect the acquisition of Cross Border Capital I Inc. ("CBX") by SuperBuzz (the acquirer, for accounting purposes) after giving effect to the proposed transaction (the "Transaction", Note 3). Following completion of the Transaction, the resulting issuer will change its name to "SuperBuzz Inc." and be listed on the TSX Venture Exchange ("TSX-V") under the symbol "SPZ" (the "Resulting Issuer"). This unaudited pro forma consolidated statement of financial position is dated June 16, 2022.

Although the Transaction will result in SuperBuzz becoming a wholly-owned subsidiary of CBX, it will constitute a reverse takeover for accounting purposes as the former SuperBuzz shareholders will own a substantial majority of the common shares of the Resulting Issuer and all members of the Board of Directors and Management of the Resulting Issuer will be designees of SuperBuzz.

Upon completion of the Transaction, the business of the Company will be the continuation of the business of SuperBuzz. Completion of the Proposed Transaction is subject to various conditions, including, but not limited to, receipt of approval of the TSX-V.

(b) Cross Border Capital I Inc.

Cross Border Capital I Inc. [TSX-V - CBX.P] was incorporated under the Business Corporations Act (Ontario) on June 30, 2020 and is a capital pool company ("CPC") as defined in the TSX-V Policy 2.4. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT").

The registered head office of CBX is located at 100 King Street West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, Canada, M5X 1G5. The common shares of CBX commenced trading on the TSX Venture Exchange on December 22, 2020 under the trading symbol CBX.

CBX has not commenced commercial operations and has no assets other than cash held in trust. Continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders' approval.

On July 15, 2021, CBX announced that it had entered into of a Letter of Intent with SuperBuzz to enable SuperBuzz to complete a going-public transaction in Canada. The Transaction is intended to constitute CBX' QT. On January 6, 2022, CBX and SuperBuzz entered into a securities exchange agreement (the "Definitive Agreement") whereby CBX will purchase all of the issued and outstanding securities of SuperBuzz.

(c) Message Notify Ltd.

Message Notify Ltd. was incorporated in Israel in January 2018 with its head office located at 63 Levi Eshkol St., Tel- Aviv, Israel.

2. BASIS OF PREPARATION

(a) General

The unaudited pro forma consolidated statement of financial position has been prepared for illustration purposes only and may not be indicative of the financial results had the Transaction been in effect at the date indicated.

It is management's opinion that this pro forma consolidated statement of financial position includes all adjustments necessary for the fair presentation of the transactions described herein and are in accordance with International Financial Reporting Standards ("IFRS") applied on a basis consistent with CBX' accounting policies.

The unaudited pro forma consolidated statement of financial position has been prepared by management, and, in the opinion of management, includes all adjustments necessary for fair presentation. No adjustments have been made to reflect additional costs or cost savings that could result from the combination of the operations of CBX and SuperBuzz, as management does not anticipate any material costs or cost savings as a result of this Transaction.

This pro forma consolidated statement of financial position is not intended to reflect the financial position of the Company that would have actually resulted had the transactions been effected on the date indicated. Furthermore, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.

Actual amounts recorded upon consummation of the transactions will differ from those recorded in this unaudited pro forma consolidated statement of financial position and the differences may be material. Under acquisition accounting, the measurement of the fair value of certain assets and liabilities of Message Notify Ltd. is dependent on valuations that have not been finalized. Accordingly, differences between these preliminary estimates and the final acquisition accounting may be material.

(b) Basis of consolidation

The unaudited pro forma consolidated statement of financial position has been compiled from and include:

An unaudited pro forma consolidated statement of financial position as at March 31, 2022 combining the: (i) unaudited statement of financial position of CBX as at March 31, 2022 and (ii) the unaudited statement of financial position of Message Notify Ltd. as at March 31, 2022; and

The unaudited pro forma consolidated statement of financial position has been prepared assuming the transaction had occurred on March 31, 2022.

(c) Foreign currency translation

The functional currency of CBX prior to the Transaction is the Canadian Dollar ("CAD"). Since the functional currency of SuperBuzz is the United States Dollar ("USD"), the financial statements of CBX have been translated to United States Dollars as follows:

Monetary assets and liabilities at the exchange rate of 1.24886
Share capital at the rate of exchange at the date of issuance
Accumulated deficit at the average exchange rate of 1.26667 for the relevant period

3. DESCRIPTION OF THE TRANSACTION

A total of \$109 of deferred issuance expense, recognized in other receivables, will be settled through profit or loss. The Company has allocated between the newly issued shares and the existing shares on a rational basis, by reference to the ratio of the number of new shares to the number of total shares, with only the proportion relating to the issue of new shares being deducted from equity. As a result, \$70 was allocated to the deficit and \$39 was allocated to share capital in the pro forma consolidated statement of financial position.

Subsequent to the closing of the transaction, the Company estimates that \$435 of transaction costs will be incurred relating to professional services provided by the parties and settled by way of share-based payments.

4. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

(a) Purchase price allocation

The Transaction has been accounted for in accordance with IFRS 2: Share-Based Payment. The Transaction is considered to be a reverse takeover of CBX by SuperBuzz.

Although CBX is the legal acquirer, SuperBuzz has determined to be the acquirer for accounting purposes on the basis that the former shareholders of SuperBuzz (including financing investors) will own a controlling proportion of the issued and outstanding common shares of the combined Company following the transaction, which means the control of the combined companies passes to the former shareholders of SuperBuzz.

The Transaction has been accounted for in the unaudited pro-forma consolidated statement of financial position as a continuation of the financial statements of SuperBuzz, together with a deemed issuance of shares, equivalent to the shares held by the former shareholders of CBX.

4. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS (CONT'D)

(a) Purchase price allocation (cont'd)

The fair value of the shares issued was determined based on the fair value as determined in the Definitive Agreements. The listing expenses were calculated as the total consideration of shares and warrants of CBX according to the financing share value minus the net assets acquired.

	2022
	\$
Fair value of common shares (5,000,000 shares)	1,506
Fair value of warrants and options (760,000 warrants)	185
Total fair value of consideration	1,691
Less: net assets of CBX	(87)
Listing expense	1,604

The CBX deficit is eliminated upon consolidation to the additional paid in capital section of the pro forma consolidated statement of financial position.

(b) Private placement

As a result of this financing, the gross proceeds received was \$1,804. The net proceeds amounted to \$1,420 after deducting transaction costs of \$384. This value was split between common shares and liability measured warrants as \$316 and \$68, respectively. The fair market value of the warrants issued in connection with the Units was calculated using the Black-Scholes model with the following inputs:

	March 31, 2022
Exercise price	\$ 0.60
Term, in years	2.0
Expected volatility	57.74%
Risk-free interest rate	0.50%
Exchange rate	0.80
Expected dividend yield	-

4. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS (CONT'D)

(c) Conversion of SAFE loans

In February of 2022, the Company entered into an agreement to issue 1,216,228 common shares for gross proceeds of \$272 in a series of SAFE loan conversions upon the successful closing of the Qualifying Transaction.

(d) Loans from shareholders

5. PRO FORMA EQUITY

A continuity of the Transaction equity related to the recorded value after giving effect of the pro forma transactions described in Note 4 is set out below:

				Pro forma additional		Total share
		Pro forma	Pro forma	paid in	Pro forma	holders'
	Notes	share capital	share capital	capital	deficit	deficit
		#	\$	\$	\$	\$
Equity of CBX, as at March 31, 2022		5,000,000	260	45	(218)	87
Equity of MNL, as at March 31, 2022		22,612,793	4,938	257	(5,762)	(567)
		27,612,793	5,198	302	(5,980)	(480)
Effect of pro forma transactions
Purchase price allocation	4(a)		1,431	(263)	(1,168)	-
Private placement	4(b)	5,632,278	1,736	-	-	1,736
Conversion of SAFE loans	4(c)	1,216,228	272	-	-	272
Transaction costs post-merger	3	180,561	396	-	(505)	(109)
		7,029,067	3,835	(263)	(1,673)	1,899
Pro forma equity		34,641,860	9,033	39	(7,653)	1,419

SCHEDULE B

SUPERBUZZ INC.

AUDIT COMMITTEE CHARTER

* * *

CROSS BORDER CAPITAL I INC. AUDIT COMMITTEE CHARTER

I. GENERAL

1. Mandate and Purpose of the Committee

The purpose of the Audit Committee (the "Committee") is to assist the board of directors (the "Board") of Cross Border Capital I Inc. (the "Corporation") in fulfilling its oversight responsibilities relating to:

(a) the integrity of the Corporation's financial statements;
(b) the Corporation's compliance with legal and regulatory requirements, as they relate to the Corporation's financial statements;
(c) the qualifications, independence and performance of the external auditor;
(d) internal controls and disclosure controls;
(e) the performance of the Corporation's internal audit function; and
(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board

2. Authority of the Committee

(a) The Committee has the authority to:
(i) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(ii) set and pay the compensation for any advisors employed by the Committee; and
(iii) communicate directly with the internal and external auditors.
(b) The Committee has the authority to delegate to individual members or subcommittees of the Committee.

II. PROCEDURAL MATTERS

1. Composition

The Committee will be composed of a minimum of 3 members.

2. Member Qualifications

(a) Every Committee member must be a director of the Corporation.
(b) At least one member of the Committee shall be "independent", as that term is defined in National Instrument 52-110 – Audit Committees ("NI 52-110").
(c) Every Committee member must be "financially literate" as that term is defined in NI 52- 110.
(d) At least one member of the Committee will have accounting or related financial management experience or expertise.

3. Member Appointment and Removal

Members of the Committee will hold office until the next annual meeting of the shareholders. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on the recommendation of the Committee, and will be filled by the Board if the membership of the Committee falls below 3 directors.

4. Committee Structure and Operations

(a) Chair

The Board will appoint one member of the Committee to act as Chair of the Committee (the "Chair"). The Chair may be removed at any time at the discretion of the Board. If in any year, the Board does not appoint a Chair, the incumbent Chair will continue in office until a successor is appointed. If the Chair is absent from any meeting, the Committee will select one of the other members of the Committee to preside at that meeting. The Chair will be considered a financial expert, having accounting or related financial management experience or expertise. Each successor to the Chair will be designated by the Board at least 3 months prior to the anticipated date of retirement of the Chair.

(b) Meetings

The Chair will be responsible for developing and setting the agenda for Committee meetings. The Committee will meet at least 4 times per year and as many additional times as the Committee deems necessary to carry out its duties.

(c) Notice

(i) Notice of the time and place of every meeting will be given in writing, verbally or by facsimile, by email or by phone to each member of the Committee, the Chairman of the Board, the Chief Executive Officer ("CEO") of the Corporation and the Chief Financial Officer ("CFO") of the Corporation at least 48 hours prior to the time fixed for such meeting.
(ii) The external auditor of the Corporation will be given notice of every meeting of the Committee and, at the expense of the Corporation, will be entitled to attend and be heard thereat.
(iii) If requested by a member of the Committee, the external auditor will attend every meeting of the Committee held during the term of office of the external auditor.

(d) Quorum

A majority members of the Committee will constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

(e) Attendees

The Committee may invite any of the directors, officers and employees of the Corporation and any advisors as it sees fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of matters relating to the Committee. During each meeting of the Committee, the Committee will meet with only Committee members present in person or by other permitted means.

(f) Secretary

The Committee will appoint a Secretary to the Committee who need not be a director or officer of the Corporation.

(g) Records

Minutes of meetings of the Committee will be recorded and maintained by the Secretary to the Committee and will be subsequently presented to the Committee for review and approval.

(h) Liaison

The Corporation's CFO will act as management liaison with the Committee.

5. Committee and Charter Review

The Committee will conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter, in accordance with the process developed by the Board. The Committee will conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board. The Committee will also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any best practice guidelines recommended by regulators or the TSX Venture Exchange and will recommend changes to the Board thereon.

6. Reporting to the Board

The Committee will report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

III. RESPONSIBILITIES

1. Financial Reporting

(a) The Committee is responsible for reviewing and recommending approval to the Board of:
(i) the annual financial statements; and
(ii) prospectus type documents.
(b) The Committee is also responsible for:
(i) discussing with management and the external auditor the quality of generally accepted accounting principles ("GAAP"), not just the acceptability of GAAP;
(ii) discussing with management any significant variances between comparative reporting periods and across comparable business units;
(iii) in the course of discussion with management and the external auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved;
(iv) reviewing and recommending its approval to the Board of interim financial statements, MD&A and related news releases, before they are released;
(v) engaging the external auditor to perform a review of the interim financial statements and reviewing their findings, however, no formal report from the external auditor will be required;
(vi) receiving from the external auditor a formal report on the auditor's review of quarterly financial statements;
(vii) reviewing the financial statements of the Corporation's subsidiaries, as well as the consolidated financial statements and financial statements for Corporation pension plans, joint ventures and the like;
(viii) requiring a representation letter from management similar to that provided by the external auditor; and
(ix) reviewing all financial information and earnings guidance provided to analysts and rating agencies.

2. External Auditor

(a) The Corporation's external auditor is required to report directly to the Committee.
(b) The Committee is responsible for recommending to the Board:
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation; and
(ii) the compensation of the external auditor.
(c) The Committee is directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

3. Relationship with the External Auditor

(a) The Committee is responsible for reviewing and approving the proposed audit scope, focus areas, timing and key decisions (e.g., materiality, reliance on internal audit) underlying the audit plan, and the appropriateness and reasonableness of the proposed audit fees.
(b) The Committee is also responsible for:
(i) establishing effective communication processes with management and the external auditor so that it can objectively monitor the quality and effectiveness of the external auditor's relationship with management and the Committee;
(ii) receiving and reviewing regular reports from the external auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditors' final report;
(iii) reviewing, at least annually, a report from the external auditor on all relationships and engagements for non-audit services that may reasonably be thought to bear on the independence of the auditor;
(iv) meeting regularly in private with the external auditor;
(v) recommending the hiring and firing of the external auditor and approving nonaudit engagements; and
(vi) receiving at least annually a report by the external auditor on the audit firm's internal quality control.

4. Accounting Policies

The Committee is responsible for:

(a) reviewing the Corporation's accounting policy note to ensure completeness and acceptability with GAAP as part of the approval of the financial statements;
(b) proactively discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;
(c) reviewing with management and the external auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;
(d) discussing with management and the external auditor the acceptability, degree of aggressiveness/ conservatism and quality of:
(i) underlying accounting policies; and
(ii) key estimates and judgments;
(e) discussing with management and the external auditor the clarity and completeness of the Corporation's financial disclosures;
(f) reviewing benchmarks of the Corporation's accounting policies to those followed in its industry;
(g) ensuring by discussion with management and the external auditor that the underlying accounting policies, disclosures and key estimates and judgments are considered to be the most appropriate in the circumstances (within the range of acceptable options and alternatives); and
(h) discussing with management and the external auditor the clarity and completeness of the Corporation's financial and non-financial disclosures made with respect to continuous disclosure requirements.

5. Risk and Uncertainty

(a) The Committee is responsible for reviewing, as part of its approval of the financial statements:
(i) uncertainty notes and disclosures; and
(ii) MD&A disclosures.
(b) The Committee is responsible for, upon examination of the Corporation's financial risks, ensuring that such risks are being effectively managed or controlled by:
(i) reviewing the Corporation's "appetite" for financial risks as set forth by management and the Board;
(ii) reviewing the Corporation's policies for the management of significant financial risks and assigning to the applicable Board committee such policies for implementation and ongoing monitoring;
(iii) reviewing management's assessment of the significant financial risks facing the Corporation; and
(iv) reviewing management's plans, processes and programs to manage and control such risks.
(c) The Committee is responsible for requesting the external auditor's opinion of management's assessment of significant risks facing the Corporation and how effectively they are being managed or controlled.

6. Controls and Control Deviations

(a) The Committee is responsible for reviewing:
(i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
(ii) major points contained in the auditor's management letter resulting from control evaluation and testing.
(b) The Committee is also responsible for:
(i) receiving reports from management when significant control deviations occur;
(ii) establishing a Corporation-wide culture that conveys basic values of ethical integrity as well as legal compliance and strong financial reporting and control;
(iii) reviewing plans of the internal and external auditors to ensure the combined evaluation and testing of control is comprehensive, well coordinated, cost effective and appropriate to risks, business activities and changing circumstances;
(iv) receiving from management and the external auditors, regular reports on all major control deviations, or indications/detection of fraud, and how such control breakdowns have been corrected;
(v) participating in the review and appointment of key people involved in financial reporting (i.e. the CFO, the manager of internal audit, etc.);
(vi) reviewing CEO and CFO certification matters including matters relating to disclosure controls and procedures;
(vii) reviewing annually a formal report prepared by management on the effectiveness of the Corporation's control systems;
(viii) reviewing fraud prevention policies and programs and for monitoring their implementation; and
(ix) examining whether extension of its oversight of control systems into non-financial areas (e.g., operations) is appropriate.

7. Compliance with Laws and Regulations

(a) The Committee is responsible for discussing the Corporation's compliance with tax and financial reporting laws and regulations, if and when issues arise.
(b) The Committee is responsible for reviewing regular reports from management and others (e.g., internal and external auditors) concerning the Corporation's compliance with financial related laws and regulations, such as:
(i) tax and financial reporting laws and regulations;
(ii) legal withholdings requirements;
(iii) environmental protection laws;
(iv) other matters for which directors face liability exposure.
(c) The Committee is responsible for providing input to and reviewing the Corporation's Code of Business Conduct and Ethics.
(d) The Committee is responsible for expanding its review to include a broader set of laws and regulations that must be complied with (e.g., compliance with privacy laws in electronic commerce systems).
(e) The Committee with other Board committees is responsible for annually reviewing reports from other Board committees on management's processes to ensure compliance with Corporation's Code of Business Conduct and Ethics.

8. Relationship with the Internal Auditor

(a) The Committee is responsible for reviewing the:
(i) the appointment of the internal auditor;
(ii) the overall scope of the internal audit; and
(iii) selected reports issued by the internal auditor.
(b) The Committee is responsible for reviewing:
(i) the internal auditor's terms of reference;
(ii) the plan and budget for internal audit (financial and operational activities);
(iii) the majority of reports issued by internal auditor; and
(iv) management's response to the internal auditor's reports.
(c) The Committee is responsible for approving the reporting relationship of the internal auditor to ensure appropriate segregation of duties is maintained and the internal auditor has direct access to the Committee.
(d) The Committee is responsible for ensuring that the internal auditor's involvement with financial reporting is coordinated with the activities of the external auditor.
(e) If no internal audit function exists, the Committee is responsible for regularly reviewing the need for such a function'.
(f) The Committee is responsible for assuming the primary reporting relationship for the internal audit function.

9. Other Responsibilities and Issues

(a) The Chair is responsible for setting forth the Committee's expectations with respect to information (e.g., nature, level of detail, timing, reports etc.) and ensuring the information received is responsive to important performance measures and to the key risks the Committee oversees.
(b) The Committee is responsible for, and has the explicit authority, to investigate any matters that fall within the Committee's responsibilities.
(c) The Committee is responsible for receiving and reviewing reports from the internal and external auditors on their review of the officer and senior executive expense accounts.
(d) The Committee is responsible for approving policies and receiving reports from the internal and/or external auditors on their review of political donations and commissions paid to suppliers or customers to ensure compliance with these policies.
(e) The Committee is responsible for reviewing and providing management with its views on funding matters, financing strategies, capital structure etc., as well as appropriate accounting and presentation issues related thereto.

10. Pre-Approval of Non-Audit Services

The Committee is responsible for pre-approving all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation's external auditor.

11. Review of Financial Statements and MD&A

The Committee is responsible for reviewing the Corporation's financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.

12. Review of Public Disclosure of Financial Information

The Committee is responsible for being satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in the preceding section, and must periodically assess the adequacy of those procedures.

13. Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

14. Hiring Policies

The Committee is responsible for reviewing and approving the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

SCHEDULE C MANAGEMENT'S DISCUSSION AND ANALYSIS

INDEX TO THE FINANCIAL STATEMENTS

The following management's discussion and analysis are included in this prospectus:

Management's Discussion and Analysis for Cross Border Capital I Inc. for the period ended December 31, 2021 and for the period from incorporation (June 30, 2020) to December 31, 2020.

Management's Discussion and Analysis for Cross Border Capital I Inc. for the period ended March 31, 2022, and 2021

Management's Discussion and Analysis for Message Notify Ltd. d/b/a SuperBuzz for the years ended December 31, 2021 and 2020.

Management's Discussion and Analysis for Message Notify Ltd. d/b/a SuperBuzz for the period ended March 31, 2022.

Cross Border Capital I Corp. (also referred to as "CBX" or the "Corporation") MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2021 AND FOR THE PERIOD FROM THE DATE OF INCORPORATOIN (JUNE 30, 2020) TO DECEMBER 31, 2020

The following discussion and analysis should be read in conjunction with the financial statements for the year ended December 31, 2021 prepared in accordance with International Financial Reporting Standards ("IFRS"). Additional information regarding the Corporation is available on SEDAR at www.sedar.com.

All dollar figures included therein and in the following discussion analysis are quoted in Canadian dollars unless otherwise noted.

DATE

This management's discussion and analysis ("MD&A") is dated May 2, 2022 and is in respect of the year ended December 31, 2021 and for the period from the date of incorporation (June 30, 2020) to December 31, 2020.

The discussion in this management's discussion and analysis focuses on this period. Estimates and forward-looking information are based on assumptions of future events and actual results may vary from these estimates.

DESCRIPTION OF CBX'S BUSINESS AND OVERALL PERFORMANCE

Cross Border Capital I Corp. was incorporated pursuant to articles of incorporation dated June 30, 2020 under the Business Corporations Act (Ontario). The head office and registered office address of the Corporation is Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5.

The Corporation is a Capital Pool Company ("CPC") as defined pursuant to Policy 2.4 of The TSX Venture Exchange (the "TSXV") and is seeking to identify and evaluate corporations, businesses or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval.

During the period ended December 31, 2020, the Corporation issued 2,000,000 common shares at \$0.05 per share for gross proceeds of \$100,000 (the "Seed Offering").

On December 22, 2020, the Corporation completed its initial public offering (the "Offering") of a total of 3,000,000 common shares (the "Common Shares") at a price of \$0.10 per share for gross proceeds of \$300,000. In conjunction with the IPO, 300,000 broker stock warrants were issued. Each warrant entitles its holder to purchase one Common Share at an exercise price of \$0.10 for a period of 24 months from the date of the listing of the Common Shares on the TSX Venture Exchange.

The common shares of the Corporation commenced trading on the TSX Venture Exchange on December 22, 2020 under the trading symbol CBX.

RISKS AND UNCERTAINTIES

The Corporation does not have a history of earnings, nor has it paid any dividends. The Corporation has only limited funds and there is no assurance that the Corporation will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the TSXV, at which time the exchange may suspend or de-list the Corporation's shares from trading.

SELECTED FINANCIAL INFORMATION

The Corporation was incorporated on June 30, 2020 and was not yet a "Reporting Issuer" pursuant to applicable securities legislation until November 4, 2020 the date of the final receipt for the Prospectus as issued by the Ontario, Alberta and British Columbia Securities Commissions, thereby becoming a "Reporting Issuer" in each of the provinces of Ontario, Alberta and British Columbia.

The following table is a summary of selected interim financial information (in Canadian dollars) derived from the Corporation's interim financial statements prepared in accordance with International Financial Reporting Standards:

	December 31, 2021
Total Assets	\$224,834
Total Liabilities	\$40,629
Net loss and comprehensive loss for the year ended December 31, 2021	\$71,670
Basic and diluted net loss per share for the year ended December 31, 2021	\$0.02
Weighted average shares outstanding	3,000,000

For the the year ended December 31, 2021 the Corporation reported no discontinued operations and declared no cash dividends.

RESULTS OF OPERATIONS

During the year ended December 31, 2021, the Corporation incurred a loss of \$71,670, with a basic and diluted loss per share of \$0.02. This compares to a loss of \$125,880, with a basic and diluted loss per share of \$0.86 for the period from the date of incorporation, June 30, 2020, to December 31, 2020.

The decreased loss during the year ended December 31, 2021 compared to the period from the date of incorporation, June 30, 2020, to December 31, 2020 is mainly due to \$nil stock based compensation for the year ended December 31, 2021 (2020 - \$40,918) and filing fees of \$9,980 for the year ended December 31, 2021 (2020 - \$19,595).

QUALIFYING TRANSACTION

On July 20, 2021, the Corporation announced that it had entered into of a Letter of Intent dated July 19, 2021 with Message Notify Ltd. d/b/a/ SuperBuzz to enable SuperBuzz to complete a going-public transaction in Canada. For more information on the Proposed Transaction please see the Corporation's press releases dated July 20, 2021, January 6, 2022 and February 18, 2022.

OUTSTANDING SHARE DATA

Common Shares

As at December 31, 2021 and the date of this MD&A, the Corporation had 5,000,000 Common Shares issued and outstanding.

Stock Options

As at December 31, 2021, there were 460,000 stock options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:

No. of Common Shares reserved under Options if Offering Completed	Exercise Price per Common Share	Expiry Date
460,000	\$0.10	December 22, 2030

Warrants

As at December 31, 2021, there were 300,000 warrants outstanding entitling the holders thereof the right to purchase one common share for each warrant held as follows:

No. of Warrants Outstanding	Exercise Price per Common Share	Expiry Date

460,000	\$0.10	December 22, 2022

LIQUIDITY AND CAPITAL RESOURCES:

The Corporation completed an initial public offering ("IPO") as a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange. The Corporation received net proceeds of \$240,837, gross proceeds of \$300,000 less share issuance costs of \$62,035, consisting of \$59,163, representing the issuance of 3,000,000 common shares of the Corporation at an issuance price of \$0.10. Until the completion of a Qualifying Transaction, not more than 30 % of the gross proceeds from the sale of all securities issued by the Corporation, totaling \$102,251 will be used for purposes other than noted above.

As at December 31, 2021, the Corporation had net working capital of \$184,205, which is comprised of \$224,037 of cash and \$797 of prepaid expenses, offset by accounts payable and accrued liabilities of \$40,629. Management considers net working capital to be sufficient for the Corporation to meet its ongoing obligations.

OFF-BALANCE SHEET ARRANGEMENTS

The Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES:

There was no remuneration paid to key management personnel during the period ended December 31, 2021.

On September 21, 2020, the Corporation granted 460,000 options to directors and officers of the Corporation. The options, which vested immediately, may be exercised at a price of \$0.10 per common share for a period of ten (10) years from the date of the grant.

During the year ended December 31, 2021 the Corporation incurred costs of \$33,313 in legal costs with a law firm related to one of the Corporation's directors. Included in accounts payable as at December 31, 2021 is \$31,574 payable to the law firm.

FINANCIAL INSTRUMENTS

The Corporation's senior management oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for the Corporation. The Corporation's senior management provides assurance that the Corporation's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured, and managed in accordance with the Corporation's policies and group risk appetite. All derivative activities, if any, for risk management purposes are carried out by a team that has the appropriate skills, experience, and supervision. It is the Corporation's policy that no trading in derivatives for speculative purposes shall be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below:

Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Corporation to concentrations of credit risks consist principally of cash. The cash is currently being held in a solicitor's trust account and a high quality financial institution.

Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation currently settles its financial obligations out of cash. The ability to do this relies on the Corporation raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

The Corporation is not exposed to any significant interest rate risk.

Foreign currency risk

The Corporation believes it is currently not exposed to foreign currency risk since all of it assets, liabilities and operations are denominated in Canadian dollars.

Price risk

The Corporation believes it currently has no price risk. The carrying amount of cash, accounts payable and accrued liabilities approximates their fair value due to their short-term nature.

CRITICAL ACCOUNTING ESTIMATES

This MD&A is based on the financial statements which have been prepared in accordance with IFRS. The preparation of the financial statements requires that certain estimates and judgments are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

The accounting estimates for share based payments is based on the Black-Scholes option valuation model which was developed for use in estimating the fair value of traded options which were fully tradable with no vesting restrictions. This option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Since the Corporation's stock options have characteristics significantly different from those of traded options and since changes in the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty.

CAPITAL RISK MANAGEMENT

The Corporation's capital currently consists of common shares and options. The Corporation defines capital as total equity which was \$184,205 at December 31, 2021. Its principal source of cash is from the issuance of common shares. The Corporation's capital management objectives are to safeguard its ability to continue as a going-concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in a business or assets.

The Corporation manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Corporation may attempt to issue new shares.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception of reasonable general and administrative expenses, not exceeding \$3,000 per month. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.

SUBSEQUENT EVENTS

Cross Border Capital I Corp. (also referred to as "CBX" or the "Corporation") MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

The following discussion and analysis should be read in conjunction with the financial statements for the three months ended March 31, 2022 prepared in accordance with International Financial Reporting Standards ("IFRS"). Additional information regarding the Corporation is available on SEDAR at www.sedar.com.

All dollar figures included therein and in the following discussion analysis are quoted in Canadian dollars unless otherwise noted.

DATE

This management's discussion and analysis ("MD&A") is dated May 30, 2022 and is in respect of the three months ended March 31, 2022 and 2021.

DESCRIPTION OF CBX'S BUSINESS AND OVERALL PERFORMANCE

Cross Border Capital I Corp. was incorporated pursuant to articles of incorporation dated June 30, 2020 under the Business Corporations Act (Ontario). The head office and registered office address of the Corporation is Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5.

The Corporation is a Capital Pool Company ("CPC") as defined pursuant to Policy 2.4 of The TSX Venture Exchange (the "TSXV") and is seeking to identify and evaluate corporations, businesses or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval.

During the period ended December 31, 2020, the Corporation issued 2,000,000 common shares at \$0.05 per share for gross proceeds of \$100,000 (the "Seed Offering").

The common shares of the Corporation commenced trading on the TSX Venture Exchange on December 22, 2020 under the trading symbol CBX.

RISKS AND UNCERTAINTIES

SELECTED FINANCIAL INFORMATION

The Corporation was incorporated on June 30, 2020 and was not yet a "Reporting Issuer" pursuant to applicable securities legislation until November 4, 2020 the date of the final receipt for the Prospectus as issued by the Ontario, Alberta, and British Columbia Securities Commissions, thereby becoming a "Reporting Issuer" in each of the provinces of Ontario, Alberta, and British Columbia.

	March 31, 2022
Total Assets	\$199,101
Total Liabilities	\$89,192
Net loss and comprehensive loss for the three months ended March 31, 2022	\$74,296
Basic and diluted net loss per share for the three months ended March 31, 2022	\$0.01
Weighted average shares outstanding	5,000,000

For the the three months ended March 31, 2022 the Corporation reported no discontinued operations and declared no cash dividends.

RESULTS OF OPERATIONS

During the three months ended March 31, 2022, the Corporation incurred a loss of \$74,296 (2021 - \$11,004), with a basic and diluted loss per share of \$0.01 (2021 – \$0.00).

QUALIFYING TRANSACTION

OUTSTANDING SHARE DATA

Common Shares

As at March 31, 2022 and the date of this MD&A, the Corporation had 5,000,000 Common Shares issued and outstanding.

Stock Options

As at March 31, 2022, there were 460,000 stock options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:

No. of Common Shares reserved under Options if Offering Completed	Exercise Price per Common Share	Expiry Date
460,000	\$0.10	December 22, 2030

For the period ended March 31, 2022, no options were issued, exercised or expired.

Warrants

As at March 31, 2022, there were 300,000 warrants outstanding entitling the holders thereof the right to purchase one common share for each warrant held as follows:

No. of Warrants Outstanding	Exercise Price per Common Share	Expiry Date
300,000	\$0.10	December 22, 2022

For the period ended March 31, 2022, no warrants were issued, exercised or expired.

LIQUIDITY AND CAPITAL RESOURCES:

The Corporation completed an initial public offering ("IPO") as a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange. The Corporation received net proceeds of \$225,190, gross proceeds of \$300,000 less share issuance costs of \$74,810, representing the issuance of 3,000,000 common shares of the Corporation at an issuance price of \$0.10. Until the completion of a Qualifying Transaction, not more than 30 % of the gross proceeds from the sale of all securities issued by the Corporation, totaling \$102,251 will be used for purposes other than noted above.

As at March 31, 2022, the Corporation had net working capital of \$109,909, which is comprised of \$198,700 of cash and \$401 of prepaid expenses, offset by accounts payable and accrued liabilities of \$89,192. Management considers net working capital to be sufficient for the Corporation to meet its ongoing obligations.

OFF-BALANCE SHEET ARRANGEMENTS

The Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES:

There was no remuneration paid to key management personnel during the period ended March 31, 2022.

During the three month period ended March 31, 2022 the Corporation incurred costs of \$52,589 in legal costs with a law firm related to one of the Corporation's directors. Included in accounts payable as at March 31, 2022 is \$75,692 owing to the law firm.

FINANCIAL INSTRUMENTS

Credit risk

Liquidity risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

Interest rate risk

The Corporation is not exposed to any significant interest rate risk.

Foreign currency risk

The Corporation believes it is currently not exposed to foreign currency risk since all of it assets, liabilities and operations are denominated in Canadian dollars.

Price risk

The Corporation believes it currently has no price risk. The carrying amount of cash, accounts payable and accrued liabilities approximates their fair value due to their short-term nature.

CRITICAL ACCOUNTING ESTIMATES

CAPITAL RISK MANAGEMENT

The Corporation's capital currently consists of common shares and options. The Corporation defines capital as total equity which was \$109,909 at March 31, 2022. Its principal source of cash is from the issuance of common shares. The Corporation's capital management objectives are to safeguard its ability to continue as a going-concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in a business or assets.

There are no subsequent events.

FORWARD LOOKING INFORMATION

This MD&A contains forward-looking information in the "Risks and Uncertainties" and "Outlook" sections that involves material assumptions and known and unknown risks and uncertainties, certain of which are beyond the Corporation's control. Such assumptions, risks and uncertainties include, without limitation, those associated with, loss of markets, volatility of commodity prices, currency fluctuations, delays resulting from the inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the effect of general economic conditions in Canada and the United States, industry conditions, changes in laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Corporation's actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits the Corporation will derive therefrom. The forward-looking information is made as at the date of this MD&A and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Management's Discussion and Analysis

As at December 30, 2021, and 2020

Management's Discussion and Analysis

As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

1. INTRODUCTION

This Management's Discussion and Analysis ("MD&A") is provided to enable a reader to assess the results of operations and financial condition of Message Notify Ltd. for the years ended December 31, 2021 and 2020. This MD&A is dated June 16, 2022 and should be read in conjunction with the audited annual financial statements and related notes for the year ended December 31, 2021 (the "Financial Statements"). Unless the context indicates otherwise, references to "SuperBuzz", "the Company", "we", "us" and "our" in this MD&A refer to Message Notify Ltd. and its operations.

2. FORWARD-LOOKING INFORMATION

Certain information included in this MD&A contains forward-looking information within the meaning of applicable securities laws. This information includes, but is not limited to, statements made in Business Overview and Strategy, Results from Operations, Debt Profile and other statements concerning Company's objectives, its strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "plan", "continue", or similar expressions suggesting future outcomes or events or the negative thereof. Such forward-looking information reflects management's beliefs and is based on information currently available. All forward-looking information in this MD&A is qualified by the following cautionary statements.

Forward looking information necessarily involves known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, assumptions may not be correct and objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond Company's control, affect the operations, performance and results of the Company, and could call actual results to differ materially from current expectations of estimated or anticipated events or results.

Although the Company believes that the expectations reflected in such forward-looking information are reasonable and represent the Company's projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Company's actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially include but are not limited to: Business Overview, Results from Operations, Liquidity and Capital Resources, Capital Structure. See Risks and Uncertainties for further information. The reader is cautioned to consider these factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forwardlooking information.

The forward-looking information included in this MD&A is made as of the date of this MD&A and should not be relied upon as representing Company's views as of any date subsequent to the date of this MD&A. Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

3. BUSINESS OVERVIEW AND GROWTH STRATEGY

(a) Business overview

Message Notify Ltd. was incorporated under the laws of Israel on January 10, 2018, and is led by skilled entrepreneurs and operators, with extensive start-up experience and a proficiency in the capital markets and was established to address increasing opportunities emerging from the online marketing.

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 micromoments across mobile and desktop platforms. SuperBuzz's value proposition comes in the form of its AIoptimized 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.

The Platform will generate revenue through a variety of platform-as-a-service ("PaaS") and software-as-a-service ("SaaS") models. The subscription plans offered to customers will vary depending on the level of service the customers opt into. On custom development projects, every contract will be tailored to the customers' needs dependent on the criteria best suited for their business. The Company has also announced plans to sell a more standardized version of its Platform on an "out of the box" basis. The Company anticipates significant platform usage supported by its highly targeted sales and marketing strategies.

The Company developed a unique platform replacing old marketing and engagement methods like sending messages to users via e-mail and SMS. SuperBuzz technology creates, manages, and optimizes marketing campaigns based on push technology. SuperBuzz analyses data from many sources – the client's website, internet sources, etc. and finds what works best in terms of content, delivery time and frequency. Optimizing is based on user profiling and other factors.

The Company is using machine learning artificial intelligence ("AI") and deep learning technology to create engagement optimized messages for the client website, and drive customer back to the client website, and by doing this improves the site's overall KPI and performance. The Company uses machine learning, to analyze users' behavior and trends, to learn and predict which messages will drive the customers to go back to the client website and complete purchase, registration or conversion. SuperBuzz engine tracks the behavior of millions of data points to create a model that predicts user behavior and increases click-through rate ("CTR").

(b) Growth strategy

The Company's efforts will be directed toward executing the Business Objectives. The Company expects to use a variety of marketing tools including grassroots marketing, web advertising, affiliate marketing programs, public relations, investor relations and key strategic alliances to support its Business Objectives.

3. BUSINESS OVERVIEW AND GROWTH STRATEGY (CONT'D)

(b) Growth strategy (cont'd)

The Company aims to do this by:

Emphasize a 'product first' approach by directing funds and efforts towards the betterment of the Platform to surpass customers' expectation on functionality and experience;
Building long-term relationships with customers, advertising partners, medical institutions and offices, academic and other education facilities;
Focus on offerings proactively to customers specifically aligned with the solutions provided by SuperBuzz; and
A strategy of aggregating a portfolio of innovative technologies capable of disrupting traditional customer acquisition and retention business models, while supporting the Company's Platform.

4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES

(a) Presentation of Financial Information

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on Company's 2021 Financial Statements, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the interpretations of the IFRS Interpretations Committee ("IFIRC"). Unless otherwise specified, amounts are in the United States dollars and percentage changes are calculated using whole numbers.

(b) Non-IFRS Measures

In addition to the reported IFRS measures, industry practice is to evaluate entities giving consideration to certain non-IFRS performance measures, such as earnings before interest, taxes, depreciation and amortization ("EBITDA") or adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA").

These measures are not in accordance with IFRS and have no standardized definitions, and as such, our computations of these non-IFRS measures may not be comparable to measures by other reporting issuers. In addition, Company's method of calculating non-IFRS measures may differ from other reporting issuers, and accordingly, may not be comparable.

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")

EBITDA is used as an alternative to net income because it includes major non-cash items such as interest, taxes and amortization, which management considers non-operating in nature. A reconciliation of EBITDA to IFRS net income is presented under the section Results from Operations of this MD&A.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")

Adjusted EBITDA is used as an alternative to net income because it excludes major non-cash items such as amortization, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature. A reconciliation of adjusted EBITDA to IFRS net income is presented under section Results from Operations of this MD&A.

4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES (CONT'D)

(b) Non-IFRS Measures (cont'd)

EBITDA and Adjusted EBITDA are measured used by management as inputs in our internal metrics and in evaluating our ability to satisfy the Company's obligations. EBITDA and Adjusted EBITDA are used as alternatives to IFRS net income (loss) because it excludes major non-cash items (including depreciation and amortization, interest, taxes and share-based payments) and other items that management considers nonoperating in nature.

Management believes that these measures are helpful to investors because they are widely recognized measures of Company's performance and provides a relevant basis of comparison to other entities. In addition to IFRS results, these measures are also used internally to measure the operating performance of the Company.

(c) Adoption of new and revised accounting standards

At the date of authorization of the Company's financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective and, in some cases, had not yet been adopted by the relevant accounting body:

Amendments to IAS 1	Classification of Liabilities as Current or Non-current
Amendments to IFRS 3	Reference to the Conceptual Framework
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use
Amendments to IAS 37	Onerous Contracts—Cost of Fulfilling a Contract
Annual Improvements to IFRS	Amendments to IFRS 1 First-time Adoption of
Standards 2018-2020 Cycle	International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture
Amendments to IAS 1 and IFRS Practice Statement 2	Disclosure of Accounting Policies
Amendments to IAS 8	Definition of Accounting Estimates
Amendments to IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS

(a) Select annual information

The following table provides selected financial information from the Financial Statements of the Company for the years ended December 31, 2021 and 2020:

Profit or loss

	2021	2020	2019
	\$	\$	\$
REVENUES	594	278	39
DIRECT COSTS	425	266	147
GROSS PROFIT	169	12	(108)
EXPENSES
Research and development	162	146	135
Selling, general and administrative	668	255	406
	830	401	541
OTHER ITEMS
Finance costs	2,720	423	50
NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	(3,381)	(812)	(699)
LOSS PER SHARE
Basic and diluted	(0.22)	(0.10)	(0.09)
Weighted average number of ordinary shares	15,258,069	8,156,714	8,156,714
Financial position
		2021	2020
Total assets		200	72
Total liabilities		693	1,506
Working capital		(493)	(1,436)

5. RESULTS FROM OPERATIONS (CONT'D)

(b) Revenues

The Company provides a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments that matter across mobile and desktop. Subscription and support revenue is derived from fees earned from customers for accessing Company's platform and includes purchases of application support beyond that included with all subscriptions and fees earned for usage beyond license user counts.

The majority of our customers enter into subscription and support contracts with us that have a term of three to five years, and on average there is a three-to-four-month lag between contract signing and commencement of contract term and associated revenue recognition. Accordingly, subscription and support revenue is generally recognized rateably over the contract term. Company's contracts with customers typically include a fixed amount of consideration and are generally non-cancelable, or cancelable with a penalty, and without any refund type provisions.

For the year ended December 31, 2021, total revenues amounted to \$594, compared to \$278 for the year ended December 31, 2020. The increase in revenue was primarily a result of testing the Company's technology with business partners and improving it, accordingly. The testing helped SuperBuzz collect large amounts of data that directly contributed to SuperBuzz' AI engine development and assisted the Company with obtaining better results for its clients. Furthermore, with increased operational efficiency, the Company was able to offer more opportunities for media purchases for its clients.

The Company is building its operational and marketing infrastructure for the purpose of marketing its technology to websites, publishers, and agencies in a SaaS model. The Company's revenues may vary from quarter to quarter as a result of a variety of factors, some of which are outside of the Company's control, such as the COVID-19 pandemic, seasonality and cyclicality. The seasonality and cyclicality of the Company's revenues depends upon the seasonality and cyclicality of its customers.

(b) Direct costs and gross profit

Direct costs consist primarily of the cost of recurring subscriptions, support, costs related to providing Company's cloud-based applications and delivering application support to customers.

For the year ended December 31, 2021, direct costs amounted to \$425, compared to \$266 for the year ended December 31, 2020. The increase was driven primarily by the increase in revenues for the twelve months ended December 31, 2020, which resulted from an increase in media bought for resale.

The Company's profit margin increased from 4% to 28% based on increased revenue activity and economies of scale achieved when servicing multiple customers while leveraging the same infrastructure.

As at December 30, 2021, and 2020

(Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT'D)

(c) Research and development

	2021	2020
	\$	\$
Developer salaries and wages	98	83
Software and other information technology	64	33
Subcontractors and casual labour	-	30
	162	146

For the year ended December 31, 2021, research and development expenses amounted to \$162, compared to \$146 for the year ended December 31, 2020. The slight increase over the prior year was due to salary costs required to service the increased revenues compared to the previous year.

Research and development expenses consist primarily of personnel-related expenses including: product management, product development and product design, contractor fees, as well as allocated overhead costs. Our research and development team is focused on both continuous improvement of our existing platform, as well as developing new product features and solutions. In the immediate future, as Company's growth continues, we expect our research and development costs to increase proportionately.

(d) Selling, general and administrative expenses

	2021	2020
	\$	\$
Share-based payments	389	8
Professional fees	135	75
Office and general	76	21
Administrative salaries and wages	69	115
Depreciation and amortization	2	-
Change in estimated credit losses	(17)	19
Other	14	17
	668	255

Selling, general and administrative expenses for the year ended December 31, 2021, amounted to \$668, compared to \$255 for the year ended December 31, 2020, an increase of \$413. The increase was primarily attributable increased share-based compensation and professional fees in anticipation of a go-public transaction.

Professional fees for the years ended December 31, 2021 and 2020 were \$135 and \$75, respectively. The increase from the prior period was due to fees for corporate services, accounting fees, legal fees, and executive management services retaining the Chief Executive Office, Chief Financial Officer and Chief Technical Officer.

As at December 30, 2021, and 2020

(Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT'D)

(e) Finance costs

	2021	2020
	\$	\$
Change in fair value of convertible loans	2,304	404
Revaluation of promissory notes	398	-
Interest and bank charges	17	2
Currency translation differences	1	17
	2,720	423

For the year ended December 31, 2021, financial expenses amounted to \$2,720, compared to \$423 for the year ended December 31, 2020. This increase was largely attributable to the change in fair market value of the convertible loans.

(f) Operating loss

For the year ended December 31, 2021, operating loss amounted to \$3,381, compared to \$812 for the year ended December 31, 2020. The increase in loss was primarily attributed to the revaluation of convertible loans and promissory notes issued in anticipation of the Qualifying Transaction, despite a healthy gross margin increase and reduction of certain expenditures.

(g) Quarterly results

	Basic income
	Total	Total	(loss) per	Total
Three month period ended	revenue	loss	share	assets
	\$	\$	\$	\$
December 31, 2021	-	(438)	(0.01)	200
September 30, 2021	128	(185)	(0.01)	169
June 30, 2021	273	(2,738)	(0.34)	193
March 31, 2021	193	(20)	(0.00)	50
December 31, 2020	55	(409)	(0.05)	72
September 30, 2020	98	(87)	(0.01)	48
June 30, 2020	28	(104)	(0.01)	29
March 31, 2020	97	(212)	(0.03)	36

Quarterly revenues continued to increase over the two-year period ended December 31, 2021 primarily due to increased customer satisfaction and on-boarding, efficiency of operations and machine learning, and growth of the customer list due to positive effects of advertising and promotion. For the quarter ended December 31, 2021, the Company was executing on upgrades and improvements to the Company's platform for increased revenue generation and customer support in anticipation of the Qualifying Transaction (Note 6(a)), and did not generate revenue at the time.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

6. MATERIAL TRANSACTIONS

(a) Qualifying Transaction

On December 29, 2021, the Company, and CBX entered into a securities exchange agreement (the "Definitive Agreement"), which provided for the acquisition of all the outstanding equity interests of the Company by CBX in a transaction in which the security holders of SuperBuzz will transfer their entire holdings in SuperBuzz to CBX, in exchange for issued securities of CBX.

On July 15, 2021, CBX has signed a letter of intent (the "LOI") with SuperBuzz. The LOI outlines the general terms and conditions pursuant to which CBX and SuperBuzz intend to complete a transaction that will result in a reverse take-over of CBX by the security holders of SuperBuzz. The Transaction is intended to constitute the QT of CBX under Policy 2.4 – Capital Pool Companies of the TSX-V.

On January 6, 2022 CBX announced that, pursuant to its news release, it has entered into Definitive Agreement with SuperBuzz and its shareholders. The Definitive Agreement is in respect of a reserve takeover transaction and qualifying for listing on the TSXV, pursuant to which the Company will acquire all of the issued and outstanding shares of SuperBuzz and the SuperBuzz shareholders will in the aggregate then own a sufficient number of shares of CBX so as to exercise control over CBX.

The Definitive Agreement provides that CBX will acquire all of the SuperBuzz common shares issued and outstanding at the time of closing, on a 1:1 basis. Each SuperBuzz shareholder will receive one CBX common share in consideration for each SuperBuzz common share, in accordance with the terms and conditions of the agreement (the "Securities Exchange"). Subsequent to closing, SuperBuzz shall undergo a share split on the basis of one pre-split SuperBuzz Share for 5.1313 post-split SuperBuzz Shares.

On February 18, 2022, CBX announced additional terms of the Transaction, shareholder approval of the Transaction, management of the resulting issuer, and the terms of the Concurrent Offering completed by SuperBuzz (the "Concurrent Offering").

The Corporation held a meeting of its shareholders on February 7, 2022 (the "CBX Shareholders Meeting") in order to pass resolutions approving among other things, (i) the election of the Corporation's directors and post-Transaction directors; (ii) the appointment of the auditors of CBX and the auditors of the Corporation upon the completion of the Transaction; and (iii) approving an amendment to the articles of the Corporation to change the name of Corporation to "SuperBuzz Inc." or to such other name as the board of directors of the Corporation, in its sole discretion, deem appropriate (the "Name Change"). At the Corporation's Shareholders Meeting, the shareholders approved among other things, the new slate of directors and the Name Change, such changes to take effect upon completion of the Transaction.

The Corporation also announced that SuperBuzz closed a brokered private placement of (a) subscription receipts ("Subscription Receipts") of SuperBuzz at a price of \$0.40 per Subscription Receipt for aggregate gross proceeds of \$2,198CAD and (b) units of SuperBuzz ("Units") at a price of \$2.05CAD per Unit for aggregate gross proceeds of \$100CAD. The Concurrent Offering was completed pursuant to the terms of an agency agreement dated February 17, 2022 (the "Agency Agreement") among SuperBuzz, Amuka Capital Corp. and CBX. Each Subscription Receipt will automatically convert into one (1) underlying unit of SuperBuzz ("Underlying Unit").

6. MATERIAL TRANSACTIONS (CONT'D)

(a) Qualifying Transaction (cont'd)

Each Underlying Unit is comprised of one (1) Split SuperBuzz Share and one whole warrant (each, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder thereof to purchase one (1) Split SuperBuzz Share at a price of \$0.60 per Split SuperBuzz Share for a period of 24 months from the date on which certain standard escrow release conditions are satisfied. Each Unit is comprised of one SuperBuzz Share and one (1) whole warrant ("Warrant"). Each Warrant entitles the holder to acquire one (1) SuperBuzz Share at a price of \$3.08CAD per SuperBuzz Share for a period of 24 months from the date of issuance.

(b) Conversion of convertible loans

During the year ended December 31, 2019, the Company entered into Convertible Loan Agreements ("CLAs") with three individual lenders for an aggregate principal amount of \$550 for which gross proceeds were received of \$550. The CLAs bore interest at 20% per annum, on a non-compounding basis and were designated to be measured at fair value through profit or loss upon initial recognition.

During the year ended December 31, 2021, all outstanding convertible debentures, having an aggregate principal amount of \$550, were converted into 9,534,510 common shares of the Company at an imputed price of \$0.06 per common share issued.

(c) Issuance of promissory notes

(d) Issuance of restricted stock units

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

6. MATERIAL TRANSACTIONS (CONT'D)

(d) Issuance of restricted stock units (cont'd)

The RSUs will be recognized as share-based compensation expense over the vesting period, which is generally 3 years.

(e) Issuances of shares

In July 2021, 641,413 common shares were issued to one of the Company's suppliers as a settlement of an amount payable. The fair value of the common shares issued was determined to be \$50 as calculated using the outstanding accounts payable balance at the time of settlement.

In July 2021, 2,318,183 common shares were issued to one of the Company's shareholders in exchange for \$200. The funding arrangement allows the shareholder to purchase an additional 10% of the Company's issued and outstanding common shares for an additional \$200 in two \$100 (5%) increments. The fair value of the common shares issued was determined to be \$597, in aggregate, as calculated using the Black Scholes option pricing model. Correspondingly, the Company recognized \$398 on account of revaluation of loan payable for the year ended December 31, 2021 on the closing of this placement.

In July 2021, the Company issued 1,693,329 common shares to a service provider in consideration for services rendered. The fair value of the common shares issued was determined to be \$207, in aggregate, as calculated using the Black Scholes option pricing model. Correspondingly, the Company recognized \$207 in share-based payment expense for the year ended December 31, 2021.

In August 2021, 18,334 common shares were issued to a shareholder of the Company for finder's services rendered. The fair value of the common shares issued was determined to be \$4, in aggregate, as calculated using the Black Scholes option pricing model.

During the year ended December 31, 2020, the Company received \$49 as a deposit on the purchase of common shares of the Company from Nahum Segal. The remainder of the consideration was received during the year ended December 31, 2021. Nahum Segal was issued 2,318,183 common shares for aggregate proceeds of \$200.

7. LIQUIDITY AND CAPITAL RESOURCES

(a) Overview

The general objectives of our capital management strategy is to ensure financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in sales, marketing and product development.

(b) Liquidity and cash management

The Company expects to meet all its obligations and other commitments as they become due. The Company has various financing sources to fund operations and will continue to fund working capital needs through these sources until cash flows generated from operating activities is sufficient.

The Company's financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The realizable values may be substantially different from their carrying values, as shown in these financial statements. These financial statements do not affect adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

(c) Capital management framework

The Company defines capital as the aggregate of common shares and debt. The Company's capital management framework is designed to maintain a level of capital that funds the operations and business strategies and builds long-term shareholder value. The Company's objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks.

For the year ending December 31, 2022, the Company expects to be able to satisfy all of its financing requirements through use of some or all of the following: cash on hand, cash generated by operations, and through the public offerings of common equity. The Company's revenues and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, but not limited to access to funds for working capital, lack of financing from securities sold or foreign debt.

7. LIQUIDITY AND CAPITAL RESOURCES (CONT'D)

(d) Capital structure

The continuity of the Company's capital structure is as follows:

	Note	Shares	Consideration
		#	\$

Balance as at December 31, 2020		8,156,714	625

Conversion of convertible loans	14	9,534,510	3,286
Shares issued for settlement of debt	(i)	641,411	50
Private placement, net of costs	(ii)	2,318,183	597
Shares issued for services	(iii)	1,693,329	207
Shares issued for finder's fees	(iv)	18,334	4
		14,205,767	4,144
Balance as at December 31, 2021		22,362,481	4,769
Private placement	(i)	250,310	66
Shares issued for services	(ii)	-	103
Balance as at March 31, 2022		22,612,791	4,938

(e) Contractual obligations

As at December 31, 2021 the Company had no debt guarantees, off-balance sheet arrangements or long-term obligations.

8. SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

the Company's significant accounting policies are described in Notes 5 and 6 of the Financial Statements. The preparation of the Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

9. DISCLOSURE / PROCEDURES / INTERNAL CONTROLS OVER FINANCIAL REPORTING

(a) Inherent limitations

It should be noted that in a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management's assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by unauthorized acts of individuals, by collusion of two or more people, or by management override.

10. RELATED PARTY TRANSACTIONS AND BALANCES

Key management includes the Company's directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Management of the Company appointed by the board of directors as follows: Chief Executive Officer, Chief Financial Officer, Chief Technical Officer.

During the year ended December 31, 2021, key management personnel compensation consisting exclusively of short-term benefits as follows:

	2021	2020

Total compensation paid to key management	213	176
Share-based payments	107	-
Management fee to a director	24	-
	344	176

(a) Financial risk management objectives and policies

(b) Credit risk

Credit risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company's maximum exposure to credit risk.

The Company's major clients, by proportion of trade receivables and proportion of revenues are:

		2021		2020
	% of trade	% of	% of trade	% of
	receivables	revenues	receivables	revenues
Customer A	100%	58%	100%	50%
Customer B	0%	42%	0%	0%
Customer C	0%	0%	0%	35%
Customer D	0%	0%	0%	10%
Other	0%	0%	0%	5%
	0%	0%	0%	50%

The below tables reflect the aging of the Company's aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of December 31, 2021 and 2020, respectively:

December 31, 2021	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	69	-	-	-	69
Deferred issuance costs	109	-	-	-	109
Trade receivables	-	-	-	12	12
	178	-	-	12	190
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	50%	3%

December 31, 2020	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	40	-	-	-	40
Trade receivables	-	-	-	46	46
	40	-	-	46	86
Allowance for doubtful accounts	-	-	-	(46)	(46)
% allowance	0%	0%	0%	100%	53%

(b) Liquidity risk (cont'd)

The Company's continuity of expected credit losses is as follows:

	2021	2020
	\$	\$
Opening balance of expected credit losses	46	25
Recognition of expected credit losses	(40)	21
	6	46

The Company's policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

	< 1 year	1-2 years	2-5 years
	\$	\$	\$
Trade and other payables	291	-	-
Promissory notes	262	-	-
Shareholder loans	140	-	-
	693	-	-

(d) Interest rate risk

(e) Foreign exchange rates

(Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)

(f) Fair value hierarchy

The following tables combine information about:

classes of financial instruments based on their nature and characteristics;
the carrying amounts of financial instruments;
fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
Level 3: This level includes valuations based on inputs which are unobservable.

For the year ended December 31, 2021:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	11
Other receivables	-	-	-	178
Trade receivables	-	-	-	6
Restricted cash	-	-	-	5
Carrying value at December 31, 2021	-	-	-	200

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	\$	\$	\$
Financial liabilities:
Trade and other payables	-	-	291
Promissory notes	262	-	-
Shareholder loans	-	-	140
Carrying value at December 31, 2021	262	-	431

(f) Fair value hierarchy (cont'd)

For the year ended December 31, 2020:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	29
Other receivables	-	-	-	40
Restricted cash	-	-	-	1
Carrying value at December 31, 2020	-	-	-	70

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	\$	\$	\$
Financial liabilities:
Trade and other payables	-	-	475
Promissory notes	49	-	-
Convertible loans	982	-	-
Carrying value at December 31, 2020	1,031	-	475

A summary of instruments, with their classification in the fair value hierarchy is as follows:

		31-Dec-21	31-Dec-21
	Level	Carrying value	Fair value
		\$	\$

Convertible loans	Level 3	-	-
Promissory notes	Level 3	262	262

(f) Fair value hierarchy (cont'd)

The Company's inputs considered in its Level 2 classification of convertible loans are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The fair value of the convertible debentures as of December 31, 2021 has been calculated using a	See disclosure in Note 14 of the audited annual financial statements of the Company for	The estimated fair value would increase (decrease) if:
binomial lattice methodology.	the year ended December 31, 2021 and 2020.	The weighted-average value of the Company was higher (lower)
		The probability of successful completion of the Qualifying transaction was higher (lower)
		The discount for lack of marketability was lower (higher)
		The measure of stock price volatility was lower (higher)
The fair value of the convertible debentures as of December 31, 2020 has been calculated using a	See disclosure in Note 14 of the audited annual financial statements of the Company for	The estimated fair value would increase (decrease) if:
binomial lattice methodology.	the year ended December 31, 2021 and 2020.	The weighted-average value of the Company was higher (lower)
		The probability of successful completion of the Qualifying transaction was higher (lower)
		The discount for lack of marketability was lower (higher)
		The measure of stock price volatility was lower (higher)

(f) Fair value hierarchy (cont'd)

The Company's inputs considered in its Level 2 classification of promissory notes are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The fair value of the promissory notes as of December 31, 2021 has been calculated using a	The conversion ratio between promissory notes and common shares of the Company.	The estimated fair value would increase (decrease) if:
binomial lattice methodology.	The Company's value as at the date of valuation.	The share price of the Company was higher (lower)
	The probability of the occurrence of the Qualifying Transaction.	The strike price of the Company was lower (higher)
	The discount for lack of marketability.	The term to maturity, in years, was lower (higher)
	Other inputs as disclosed in Note 15 of the audited annual financial	The measure of stock price volatility was lower (higher)
	statements of the Company for the year ended December 31, 2021 and 2020.	The probability of successful completion of the Qualifying transaction was higher (lower)

12. RISKS AND UNCERTAINTIES

The are several risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties described herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company's business. If any of the following risks occur, the Company's business may be harmed, and its financial condition and the results of operation may suffer significantly.

(a) COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(a) COVID-19 (cont'd)

The Company may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to the COVID-19 pandemic. An outbreak of infectious disease, a pandemic or a similar public health threat, such as the recent outbreak of the novel coronavirus known as COVID-19, or a fear of any of the foregoing, could adversely impact the Company. It is unknown whether and how the Company may be affected if such an epidemic persists for an extended period. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition.

In an effort to protect the health and safety of our employees, the majority of our workforce is currently working from home, and we have placed restrictions on non-essential business travel. We have implemented business continuity plans and have increased support and resources to enable employees to work remotely and thus far have been able to operate with minimal disruption.

(b) Risks relating to the Qualifying Transaction

The Company is in the development stage with little operating history

As the Company has yet to begin to generate revenue, it is extremely difficult to make accurate predictions and forecasts of its finances. In addition, the Company intends to operate in the technology industry, which is rapidly transforming. There is no guarantee that the Company's products or services will be attractive to potential consumers. Therefore, the Company is subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources, and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and likelihood of success must be considered considering the early stage of operations.

Going concern

The Company's ability to continue as a going concern depends on its ability to either generate sufficient revenues or to secure sufficient financing, whether debt or equity, to sustain its continued operations. There can be no assurance that the Company can obtain such revenues or financing on commercially favorable terms and there is therefore no guarantee that the Company will be able to sustain its ongoing operations in the future.

Competition

Many other businesses in Canada engage in similar activities to the Company, developing and commercializing digital media technologies to similar customers. Current and new competitors may have better capitalization, a longer operating history, more expertise and able to develop higher quality equipment or products, at the same or a lower cost. The Company cannot provide assurances that it will be able to compete successfully against current and future competitors. Competitive pressures faced by the Company could have a material adverse effect on its business, operating results, and financial condition.

12. RISKS AND UNCERTAINTIES (CONT'D)

(b) Risks relating to the Qualifying Transaction

Dividends

There is no assurance as to whether the Company will be profitable, earn revenues, or pay dividends. The Company anticipates that it will incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Company's results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.

Uncertainty of revenue growth

There can be no assurance that the Company can generate revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company may achieve may not be indicative of future operating results. The Company may increase its operating expenses to fund research and development, increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company's business, operating results, and financial condition will be materially adversely affected.

Development of new products

The Company's success will depend, in part, on its ability to develop, introduce and market new and innovative products. If there is a shift in consumer demand, the Company must meet such demand through new and innovative products or else its business will fail. The Company's ability to develop, market and produce new products is subject to it having substantial capital. There is no assurance that the Company will be able to develop new and innovative products or have the capital necessary to develop such products.

Effective commercialization

There is a risk that the technology and the Company's products will not perform as expected in certain applications and therefore, the Company may encounter delays to commercialization or may run the risk that the technologies will never be successfully commercialized. This means that the Company may never receive revenues or return on its technology development.

(c) Technology risks

Technical risks

Technical risks are inherent in the development and commercialization process, in that an immature technology could present unexpected challenges that exceed the planned time or financial resources to overcome. There can be no guarantee that the Company will be able to overcome technical risks associated with the development of its technology.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(c) Technology risks

Our technology may be unable to achieve broad market acceptance

Even when product development is successful, our ability to generate significant revenue and profits depends on the acceptance of our products by our customers and end users of the products, such as companies or individuals purchasing vehicles incorporating our technology. The market acceptance of any product depends on a number of factors, including but not limited to awareness of a product's availability and benefits, the price and cost-effectiveness of our products relative to competing products; general competition, and the effectiveness of marketing and distribution efforts. Any factors preventing or limiting the market acceptance of our technology could have a material adverse effect on our business, results of operations and financial condition.

Emerging products and technology

The market for Company's products continues to evolve and continued growth and demand for, and acceptance of, these products remains uncertain. In addition, other emerging technology and products may impact the viability of the market for Company's products.

Company's continued success will depend upon its ability to keep pace with technological and marketplace change and to introduce, on a timely and cost-effective basis, new and enhanced products that satisfy changing customer requirements and achieve market acceptance.

There can be no assurance that the Company will be able to respond effectively to changes in technology or customer demands. Moreover, there can be no assurance that Company's competitors will not develop competitive products or that any such products will not have an adverse effect upon the Company's business, financial condition, or results of operations.

Obsolescence

Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, the Company's ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies.

(d) Other risks

Key personnel

The Company's success has depended and continues to depend upon its ability to attract and retain key management, including the officers and technical experts. The Company will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Company's inability to retain employees and attract and retain sufficient additional employees or engineering and technical support resources could have a material adverse effect on the Company's business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Company, results of operations of the business and could limit the Company ability to develop and market its products. The loss of any of the Company senior management or key employees could materially adversely affect the Company's ability to execute the Company's business plan and strategy, and the Company may not be able to find adequate replacements on a timely basis, or at all.

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Management of growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train, and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Dependence on suppliers and skilled labor

The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labor, equipment, parts and components.

Conflicts of Interest

Certain directors and officers of the Company are or may become associated with other companies in the same or related industries which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. The directors and officers of the Company have either other full-time employment or other business, or time restrictions placed on them and accordingly, the Company will not be the only business enterprise of these directors and officers.

Research and development

We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain and develop our solutions and maintain and enhance our competitive position. We recognize the costs associated with these research and development investments earlier than the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we spend significant resources on research and development and are unable to generate an adequate return on our investment, our business, financial condition and results of operations may be materially and adversely affected.

Financial reporting and internal controls

Upon the completion of the listing, Company will become subject to reporting and other obligations under applicable Canadian securities laws and exchange rules. These reporting and other obligations will place significant demands on Company's management, administrative, operational and accounting resources.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Financial reporting and internal controls (cont'd)

To meet such requirements, Company is working with its legal, accounting and financial advisors to identify areas in which changes should be made to Company's financial management control systems. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. Company has made, and will continue to make, changes in these and other areas, including Company's internal controls over financial reporting. If Company is unable to accomplish any such necessary objectives in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting issuers could be impaired. Moreover, any failure to maintain effective internal controls could cause Company to fail to meet its reporting obligations or result in material misstatements in its financial statements. If Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results could be materially harmed which could also cause investors to lose confidence in the reported financial information, which could lower share prices. There can be no assurance that internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of some persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Intellectual property

The Company's ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its brand and its product creation processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technology. To protect the Company's intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays, and materially disrupt the conduct of its business. The Company may also inadvertently infringe others intellectual property and be subject to litigation in respect of same.

Intellectual property litigation

The Company may be forced to litigate to enforce or defend its intellectual property rights, to protect its trade secrets or to determine the validity and scope of other parties' proprietary rights. Any such litigation could be very costly and could distract its management from focusing on operating the Company's business. The existence and/or outcome of any such litigation could harm the Company's business.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Ability to obtain and retain any relevant licenses

If obtained, any licenses in Canada are expected to be subject to ongoing compliance and reporting requirements. Failure by the Company to comply with the requirements of licenses or any failure to maintain licenses would have a material adverse impact on the business, financial condition and operating results of the Company. Should any jurisdiction in which the Company considers a license important not grant, extend or renew such license or should it renew such license on different terms, or should it decide to grant more than the anticipated number of licenses, the business, financial condition and results of the operation of the Company could be materially adversely affected.

No established market

There is currently no market through which the Company's securities may be sold and purchasers may not be able to resell the Company Shares purchased under this Prospectus. An active public market for the Company Shares might not develop or be sustained after this offering. Even if a market develops, there is no assurance that the price of the Company Shares offered under this Prospectus, will reflect the prevailing market price of the Company Shares following this offering. If an active public market for the Company Shares does not develop, the liquidity of a shareholder's investment may be limited, and the Company Share price may decline below the initial public offering price. The holding of Company Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Company Shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment.

Lack of active market

There can be no assurance that an active market for the Company Shares will continue and any increased demand to buy or sell the Company Shares can create volatility in price and volume. Any return on investment from the Company Shares is not guaranteed.

There can be no assurance regarding the amount of return to be generated by the Company's investments. The Company Shares are equity securities of the Company and are not fixed income securities. Unlike fixed-income securities, there is no obligation of the Company to distribute to shareholders a fixed amount or to return the initial purchase price of a Company Share on a date in the future. The market value of the Company Shares will deteriorate if the Company is unsuccessful in its investments, and that deterioration may be significant.

There is a risk of dilution

The Company may issue additional securities from time-to-time to raise funding for its business, and such issuances may be dilutive to existing shareholders.

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Global economic risk

The ongoing economic slowdown and downturn of global capital markets has generally made the raising of capital equity or debt financing more difficult. Access to financing has been negatively impacted by the ongoing global economic risks. As such, the Company is subject to liquidity risks in meeting our development and future operating cost requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the Company's ability to raise equity or obtain loans and other credit facilities in the future and on terms favorable to the Company. If uncertain market conditions persist, the Company's ability to raise capital could be jeopardized, which could have an adverse impact on the Company's operations and trading price of the Company Shares on the stock exchange.

Economic environment

The Company's operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer trends and consequently, impact the Company's sales and profitability. As well, general demand for banking services and alternative banking or financial services cannot be predicted, and prospects of such areas might be different from those predicted by the Company's management.

Risks associated with acquisitions

As part of the Company's overall business strategy, the Company may pursue select strategic acquisitions after the completion of the Listing, which would provide additional product offerings, vertical integrations, additional industry expertise, and a stronger industry presence in both existing and new jurisdictions. Future acquisitions may expose it to potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Issuer's existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; (e) the expenses of acquisitions; or (f) the potential loss of or harm to relationships with both employees and existing users resulting from its integration of new businesses. In addition, any proposed acquisitions may be subject to regulatory approval.

(e) Product development risks

Lack of experience and commitment of team

The project manager and leader is the most responsible person, and a replacement or inexperienced manager could jeopardize the completion of the Platform.

(Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(e) Product development risks (cont'd)

Unrealistic deadlines

Software projects may fail when deadlines are not properly set. Project initialization, completion date and time must be realistic.

Improper budget

Cost estimation of a project is very crucial in terms of project success and failure. Low cost with high expectations of large projects may cause project failure.

Lack of resources

Software and hardware resources may not be adequate. Lack of resources in terms of manpower is also a critical risk factor of software failure.

Inappropriate design

Software designers have a major role in the success or failure of the project if a design is inappropriate for the project.

User data

The Company may require the registration of its users prior to accessing its products or services or certain features of its products or services and the Company may be subject to increased legislation and regulations on the collection, storage, retention, transmission and use of user-data that is collected. The Company's efforts to protect the personal information of its users may be unsuccessful due to the actions of third parties, software bugs or technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose information to gain access to the Company's data or the Company's users' data.

If any of these events occur, users' information could be accessed or disclosed improperly. Any incidents involving the unauthorized access to or improper use of the information of users or incidents involving violation of the Company's terms of service or policies could damage its reputation and brand and diminish its competitive position.

Failure to protect personal information

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(e) Product development risks (cont'd)

Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in enforcement action against us, including fines, imprisonment of Company officials and public censure, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on our operations, financial performance, and business. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to us, harm our reputation and inhibit adoption of our products by current and future customers, and adversely affect our business, financial condition, and operating results. We have implemented and maintain security measures intended to protect personally identifiable information. However, our security measures remain vulnerable to various threats posed by hackers and criminals. If our security measures are overcome and any personally identifiable information that we collect or store becomes subject to unauthorized access, we may be required to comply with costly and burdensome breach notification obligations. We may also be subject to investigations, enforcement actions and private lawsuits. In addition, any data security incident is likely to generate negative publicity and have a negative effect on our business.

Effective operating and scaling of technology

The Company's ability to provide products and services to customers is dependent on its information technology systems. If the Company is unable to manage and scale the technology associated with its business effectively, the Company could experience increased costs, reductions in system availability and losses of network participants.

Material defects or errors in the Company's Technology Infrastructure could harm the Company's reputation, result in significant costs to the Company and impair its ability to sell its services. Software developed for the Company's technology can contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced. Despite internal testing, the Company's technology may contain serious errors or defects that cause performance problems or service interruptions, security vulnerabilities or software bugs that the Company may be unable to successfully correct in a timely manner, or at all, which could result in:

unexpected credits or refunds to the Company's clients, loss of clients and other potential liabilities;
delays in client payments, increasing the Company's collection reserve and collection cycle;
diversion of development resources and associated costs;
harm to the Company's reputation and brand; and
unanticipated litigation costs.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(e) Product development risks (cont'd)

Data security and hacking

Increasingly, organizations are subject to a wide variety of attacks on their networks. In addition to traditional computer "hackers," malicious code (such as viruses and worms), employee theft or misuse, denial of service attacks, ransomware, malware and sophisticated government and government-supported actors now engage in incidents and attacks (including advanced persistent threat intrusions), and add to the risks to our internal networks and the information they store, manage and process. It is virtually impossible for Absolute to entirely mitigate these risks (especially as it relates to unlicensed or outdated versions of our product or agent). Any such security incident or breach could compromise our networks, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products, and the information stored on our networks could be accessed, publicly disclosed, lost, or stolen, which could subject us to liability and cause us financial harm. These breaches, or any perceived breach, may also result in damage to our reputation, negative publicity (through research reports or otherwise), loss of partners, end-customers and sales, increased costs to remedy any problem, and costly litigation and may result in the Company's business, operating results and financial condition being materially adversely affected.

Risk of safeguarding against security & privacy breaches

A security or privacy breach could:

expose the Company and Company to additional liability and to potentially costly litigation;
increase expenses relating to the resolution of these breaches;
deter potential customers from using our services; and
decrease market acceptance of electronic commerce transactions.

As a provider of software technology, the Company and Resulting Issuer are at risk of exposure to a security or privacy breach of its system which could lead to potentially costly litigation, deter potential customers from using its services, or bring about additional liability of the Company and Resulting Issuer.

The Company and Resulting Issuer cannot assure that the use of applications designed for data security and integrity will address changing technologies or the security and privacy concerns of existing and potential customers. Although the Company and Resulting Issuer require that agreements with service providers who have access to sensitive data include confidentiality obligations that restrict these parties from using or disclosing any data except as necessary to perform their services under the applicable agreements, there can be no assurance that these contractual measures will prevent the unauthorized disclosure of information.

(f) International considerations

Political environment

The Company's core business operations are in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. As a result, the Company is vulnerable to the political, economic, legal, regulatory, and military conditions affecting Israel and the Middle East. Armed conflicts between Israel and its neighbouring countries and territories occur periodically and a protracted state of hostility has, in the past, resulted in security and economic difficulties for Israel. Any such hostilities or escalation thereof, armed conflicts or violence in the region could adversely affect the Company's business, results of operations and financial condition.

12. RISKS AND UNCERTAINTIES (CONT'D)

(f) International considerations (cont'd)

Political environment (cont'd)

To date, such conflicts have not had a material effect on business, results of operations or financial condition. In addition, the Company may be adversely affected by other events or factors affecting Israel such as the interruption or curtailment of trade between Israel and its trading partners, a significant downturn in the economic or financial condition of Israel, a significant downgrading of Israel's internal credit rating, labour disputes and political instability, including riots and uprisings or the impact of the COVID-19 pandemic on the Israeli economy.

Furthermore, there are a number of countries, primarily in the Middle East, as well as some Muslim countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also be certain countries, businesses or other global movements that may exert pressure on the Company's partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws policies or movements directed towards Israel or Israeli businesses could have a material adverse effect on the Company's business, results of operations and financial condition.

Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of the Company, which could disrupt business operations for a significant period of time.

Emerging market

The Company's core business operations are located in Israel, which has a history of military instability. While there is no current instability, this is subject to change in the future and could adversely affect the Company's business, financial condition, and results of operations. Fluctuations in the Israeli economy and actions adopted by the government of Israel may have a significant impact on companies operating in Israel, including the Company. Specifically, the Company may be affected by inflation, foreign currency fluctuations, regulatory policies, business, and tax regulations and in general, by the political, social and economic scenarios in Israel and in other countries that may affect Israel.

Income taxes

The Israeli corporate tax rate was 23% for the years ended December 31, 2021 and 2020. This tax rate could be changed by government decisions and tax regulations, which could have a material effect on the Company's profit in the future.

Limitation of statute on the Company's tax reports for the years ended December 31, 2021 and 2020. The general limitation of statute on tax reports in Israel is four years, and therefore the Company's tax reports for the years ended December 31, 2020 and 2019 could still be assessed by the Israeli Tax Authority.

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

13. CONTINGENCIES AND COMMITMENTS

The Company is not contingently liable with respect to litigation, claims, and environmental matters, including those that could result in mandatory damages or other relief. Any expected settlement of claims in excess of amounts recorded will be charged to the statements of loss and comprehensive loss as and when such determination is made.

14. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Company's audit committee and Board of Directors. The accompanying financial statements are prepared by management in accordance with IFRS and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.

Management recognizes its responsibility for conducting the Company's affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of four non-management directors.

This committee's role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company's accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

15. SUBSEQUENT EVENTS

(a) Private placement

In February of 2022, the Company closed on the issuance of 5,745,050 units (the "Units") for gross proceeds of 2,298 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company at a price of 0.60 CAD per share for a period of 10 years. In connection with this issuance, the Company issued 137,538 Units as payment of commissions to finders, subject to the same terms described above.

(b) Conversion of SAFE loans

Management's Discussion and Analysis As at December 30, 2021, and 2020 (Expressed in thousands of United States dollars except for Number of Shares)

15. SUBSEQUENT EVENTS

(c) Stock split

(d) Loans from shareholders

(e) Commitment

(f) Restricted Share Units

In April of 2022, the Company terminated its previous arrangement with an officer and director of the Company. As a result, 283,351 RSUs were cancelled and returned to the unallocated pool.

16. ADDITIONAL INFORMATION

These documents, as well as additional information regarding the Company, have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval ("SEDAR") and may be accessed through SEDAR's website at www.sedar.com.

Management's Discussion and Analysis

For the three-month period ended March 31, 2022

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

1. INTRODUCTION

This Management's Discussion and Analysis ("MD&A") is provided to enable a reader to assess the results of operations and financial condition of Message Notify Ltd. for the periods ended March 31, 2022 and 2021. This MD&A is dated June 16, 2022 and should be read in conjunction with the unaudited interim condensed financial statements and related notes for the three-month periods ended March 31, 2022 and 2021 (the "Financial Statements") and the audited annual financial statements of the Company for the years ended December 31, 2021 and 2020 (the "Annual Financial Statements"). Unless the context indicates otherwise, references to "SuperBuzz", "the Company", "we", "us" and "our" in this MD&A refer to Message Notify Ltd. and its operations.

2. FORWARD-LOOKING INFORMATION

3. BUSINESS OVERVIEW AND GROWTH STRATEGY

(a) Business overview

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 micromoments across mobile and desktop platforms. SuperBuzz's value proposition comes in the form of its AIoptimized 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.

(b) Growth strategy

3. BUSINESS OVERVIEW AND GROWTH STRATEGY (CONT'D)

(b) Growth strategy (cont'd)

The Company aims to do this by:

Emphasize a 'product first' approach by directing funds and efforts towards the betterment of the Platform to surpass customers' expectation on functionality and experience;
Building long-term relationships with customers, advertising partners, medical institutions and offices, academic and other education facilities;
Focus on offerings proactively to customers specifically aligned with the solutions provided by SuperBuzz; and
A strategy of aggregating a portfolio of innovative technologies capable of disrupting traditional customer acquisition and retention business models, while supporting the Company's Platform.

4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES

(a) Presentation of Financial Information

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Company's Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the interpretations of the IFRS Interpretations Committee ("IFIRC"). Unless otherwise specified, amounts are in thousands of United States dollars and percentage changes are calculated using whole numbers.

(b) Non-IFRS Measures

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")

4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES (CONT'D)

(b) Non-IFRS Measures (cont'd)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") (cont'd)

(c) Adoption of new and revised accounting standards

Amendments to IAS 1 Amendments to IFRS 3	Classification of Liabilities as Current or Non-current Reference to the Conceptual Framework
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use
Amendments to IAS 37	Onerous Contracts—Cost of Fulfilling a Contract
Annual Improvements to IFRS	Amendments to IFRS 1 First-time Adoption of
Standards 2018-2020 Cycle	International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture
Amendments to IAS 1 and	Disclosure of Accounting Policies
IFRS Practice Statement 2
Amendments to IAS 8	Definition of Accounting Estimates
Amendments to IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods.

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS

(a) Select annual information

The following table provides selected financial information from the Financial Statements of the Company For the three-month periods ended March 31, 2022 and 2021:

Profit or loss

	For the three	For the three
	month period	month period
	ended	ended
	31-Mar-22	31-Mar-21
	\$	\$
REVENUES	-	194
DIRECT COSTS	-	108
GROSS PROFIT	-	86
EXPENSES
Research and development	46	48
Selling, general and administrative	248	63
	294	111
OTHER ITEMS
Finance income	(4)	(5)
NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	(290)	(20)
LOSS PER SHARE
Basic and diluted	(0.013)	(0.002)

Weighted average number of ordinary shares	22,612,793	15,258,069
Financial position
	As at	As at
	March 31,	December 31,
	2022	2021
Total assets	177	200
Total liabilities	744	693
Working capital	(567)	(493)

5. RESULTS FROM OPERATIONS (CONT'D)

(b) Revenues

For the three-month period ended March 31, 2022, total revenues amounted to \$Nil, compared to \$194 for the three-month period ended March 31, 2021. The decrease in revenue was primarily a result of testing the Company's technology with business partners and improving it, accordingly. The testing helped SuperBuzz collect large amounts of data that directly contributed to SuperBuzz' AI engine development and assisted the Company with obtaining better results for its clients. Furthermore, with increased operational efficiency, the Company was able to offer more opportunities for media purchases for its clients.

(c) Direct costs and gross profit

Direct costs consist primarily of the cost of recurring subscriptions, support, costs related to providing Company's cloud-based applications and delivering application support to customers.

For the three-month period ended March 31, 2022, direct costs amounted to \$Nil, compared to \$108 for the threemonth period ended March 31, 2021. The decrease was driven primarily by the decrease in revenues for the three-month period ended March 31, 2022, which resulted from a decrease in media bought for resale.

The Company's profit margin decreased from 44% to 0% based on the decreased revenue activity.

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT'D)

(d) Research and development

	For the three	For the three
	month period	month period
	ended	ended
	31-Mar-22	31-Mar-21
	\$	\$
Developer salaries and wages	27	34
Software and other information technology	19	14
	46	48

For the three-month period ended March 31, 2022, research and development expenses amounted to \$46, compared to \$48 for the three-month period ended March 31, 2021. The slight decrease over the prior year was primarily due to less salary costs required to service the platform compared to the previous period.

(e) Selling, general and administrative expenses

	For the three	For the three
	month period	month period
	ended	ended
	31-Mar-22	31-Mar-21
	\$	\$
Share-based payments	150	3
Professional fees	72	30
Administrative salaries and wages	23	22
Office and general	3	8
	248	63

Selling, general and administrative expenses for the three-month period ended March 31, 2022, amounted to \$248, compared to \$63 for the three-month period ended March 31, 2021, an increase of \$185. The increase was primarily attributable increased share-based compensation and professional fees in anticipation of a go-public transaction.

Professional fees for the three-month periods ended March 31, 2022 and 2021 were \$72 and \$30, respectively. The increase from the prior period was due to fees for corporate services, accounting fees, legal fees, and executive management services retaining the Chief Executive Office, Chief Financial Officer and Chief Technical Officer.

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

5. RESULTS FROM OPERATIONS (CONT'D)

(f) Finance income

	For the three	For the three
	month period	month period
	ended	ended
	31-Mar-22	31-Mar-21
	\$	\$
Interest on shareholders loans	3	-
Change in fair value of convertible loans	-	3
Currency translation differences	(7)	(8)
	(4)	(5)

For the three-month period ended March 31, 2022, financial income amounted to \$4, compared to \$5 for the three-month period ended March 31, 2021. This slight decrease was attributable to the change in currency transaltion.

(g) Operating loss

For the three-month period ended March 31, 2022, operating loss amounted to \$290, compared to \$20 for the three-month period ended March 31, 2021. The increase in loss was primarily attributed to increased share-based compensation and professional fees in anticipation of a go-public transaction.

(h) Quarterly results

	Basic income
	Total	Total	(loss) per	Total
Three month period ended	revenue	loss	share	assets
	\$	\$	\$	\$
March 31, 2022	-	(290)	(0.01)	177
December 31, 2021	-	(438)	(0.01)	200
September 30, 2021	128	(185)	(0.01)	169
June 30, 2021	273	(2,738)	(0.34)	193
March 31, 2021	193	(20)	(0.00)	50
December 31, 2020	55	(409)	(0.05)	200
September 30, 2020	98	(87)	(0.01)	48
June 30, 2020	28	(104)	(0.01)	29
March 31, 2020	97	(212)	(0.03)	36

Quarterly revenues continued to increase over the two-year period ended December 31, 2021 primarily due to increased customer satisfaction and on-boarding, efficiency of operations and machine learning, and growth of the customer list due to positive effects of advertising and promotion. For the quarter ended March 31, 2022, the Company was executing on upgrades and improvements to the Company's platform for increased revenue generation and customer support in anticipation of the Qualifying Transaction (Note 6(a)), and did not generate revenue at the time.

6. MATERIAL TRANSACTIONS

(a) Qualifying Transaction

On March 24, 2022, the Company effected a 5.1313:1 stock split of its common shares. All share and earnings per share information have been retroactively adjusted to reflect the stock split.

6. MATERIAL TRANSACTIONS (CONT'D)

(b) Issuance of promissory notes

(c) Issuance of restricted stock units

The RSUs are recognized as share-based compensation expense over the vesting period, which is generally 3 years.

6. MATERIAL TRANSACTIONS (CONT'D)

(d) Issuances of shares

During the three months ended March 31, 2022, the Company closed on the issuance of 250,310 units (the "Units") for gross proceeds of \$80 in a private placement. Each Unit consisted of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company at a price of 0.60 CAD per share for a period of 10 years. The proceeds were allocated between share capital of \$66 and a resulting warrant liability of \$14.

In July 2021, 1,693,329 shares were issued to a Company's agent for the private placement offering as part of the agent's consulting fee for the period from May 2021 to its closing. The shares will be subject to cancellation if a successful listing on a stock exchange is not completed, and as a result, the Company recorded a share-based payment expenses in the amount of \$103 (2021 - \$Nil). The Company estimates the probable occurrence of a listing event, and therefore, the Company calculated the value of the grant according to IFRS 2.

7. LIQUIDITY AND CAPITAL RESOURCES

(a) Overview

(b) Liquidity and cash management

7. LIQUIDITY AND CAPITAL RESOURCES (CONT'D)

(b) Liquidity and cash management (cont'd)

(c) Capital management framework

(d) Capital structure

The continuity of the Company's capital structure is as follows:

	Note	Shares	Consideration
		#	\$
Balance as at December 31, 2020 and March 31, 2021		8,156,714	625
Balance as at December 31, 2021		22,362,481	4,769
Private placement	(i)	250,310	66
Shares issued for services	(ii)	-	103
Balance as at March 31, 2022		22,612,791	4,938
	Note	2022	2021 \$
Balance, beginning of period		210	32
Share-based payments	13	47	175
Change in fair value of convertible loans		-	3
		47	178
Balance, end of period		257	210

7. LIQUIDITY AND CAPITAL RESOURCES (CONT'D)

(e) Contractual obligations

As at March 31, 2022, the Company had no debt guarantees, off-balance sheet arrangements or long-term obligations other than those described in Note 6(c).

8. SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Company's significant accounting policies are described in Notes 5 and 6 of the Annual Financial Statements. The preparation of the Financial Statements and Annual Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

9. DISCLOSURE / PROCEDURES / INTERNAL CONTROLS OVER FINANCIAL REPORTING

(a) Disclosure controls and procedures

The CEO and CFO have designed or caused to design controls to provide reasonable assurance that: (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time frame specified in the securities legislation.

Based on the evaluations, the CEO and CFO have concluded that the Company's disclosure controls and procedures were adequate and effective.

(b) Internal controls over financial reporting

The Company has established internal controls over financial reporting to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management, including the Company's CEO and CFO, have determined that as at and for three-month period ended March 31, 2022, the internal controls over financial reporting were effective.

(c) Inherent limitations

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

10. RELATED PARTY TRANSACTIONS AND BALANCES

During the three-month periods ended March 31, 2022 and 2021, key management personnel compensation consisting exclusively of short-term benefits as follows:

For the three		For the three
month period		month period
	ended	ended
	31-Mar-22	31-Mar-21

Total compensation paid to key management	58	47
Share-based payments	23	-
Management fee to a director	9	-
	90	47

Total compensation paid to key management is recorded in consulting fees and salaries and wages in the consolidated statement of loss and comprehensive loss for the three-month periods ended March 31, 2022, and 2021.

Amounts due to related parties as at March 31, 2022 with respect to the above fees were \$64 (December 31, 2021 – \$44). The amounts due to related parties are recorded within accounts payable and accrued liabilities on the consolidated statements of loss and comprehensive loss. These amounts are unsecured, non-interest bearing and due on demand.

Interest accrued on these promissory notes for the three-month period ended March 31, 2022 was \$3 (December 31, 2021 – \$1).

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Financial risk management objectives and policies

(b) Credit risk

Credit risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company's maximum exposure to credit risk.

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect to accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The allowance for doubtful accounts was \$6 and \$6 as of March 31, 2022, and December 31, 2021, respectively.

The Company's major clients, by proportion of trade receivables and proportion of revenues are:

		For the 3- month period ended March 31, 2022		For the 3-month period ended March 31, 2021
	% of trade	% of	% of trade	% of
	receivables	revenues	receivables	revenues
Customer A	100%	0%	100%	50%
Customer B	0%	0%	0%	0%
Customer C	0%	0%	0%	35%
Customer D	0%	0%	0%	10%
Other	0%	0%	0%	5%
	0%	0%	0%	50%

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)

(b) Credit risk (cont'd)

The below tables reflect the aging of the Company's aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of March 31, 2022 and December 31, 2021:

March 31, 2022	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	-	-	-	61	61
Deferred issuance costs	-	-	-	109	109
Trade receivables	-	-	-	12	12
	-	-	-	182	182
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	3%	3%

December 31, 2021	0-30	31-60	61-90	91+	Total
	\$	\$	\$	\$	\$
Other receivables	69	-	-	-	69
Deferred issuance costs	109	-	-	-	109
Trade receivables	-	-	-	12	12
	178	-	-	12	190
Allowance for doubtful accounts	-	-	-	(6)	(6)
% allowance	0%	0%	0%	50%	3%

The Company's continuity of expected credit losses is as follows:

	For the 3-
	month period	For the 3-month
	ended March	period ended
	31, 2022	March 31, 2021
	\$	\$
Opening balance of expected credit losses	6	46
Recognition of expected credit losses	-	(40)
	6	6

(c) Liquidity risk

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)

(c) Liquidity risk

The Company's policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

	< 1 year	1-2 years	2-5 years
	\$	\$	\$
Trade and other payables	259	-	-
Promissory notes	272
Shareholder loans	190	-	-
	721	-	-

(d) Interest rate risk

(e) Foreign exchange rates

(f) Fair value hierarchy

The following tables combine information about:

classes of financial instruments based on their nature and characteristics;
the carrying amounts of financial instruments;
fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
Level 3: This level includes valuations based on inputs which are unobservable.

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)

(f) Fair value hierarchy (cont'd)

As at March 31, 2022:

	FVTPL -	FVOCI -
	mandatorily	mandatorily	FVOCI -	Amortized
	measured	measured	designated	cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	-
Other receivables	-	-	-	170
Trade receivables	-	-	-	6
Restricted cash	-	-	-	1
Carrying value at March 31, 2022	-	-	-	177

	FVTPL - mandatorily	FVTPL -	Amortized
	measured	designated	cost
	\$	\$	\$
Financial liabilities:
Bank indebtedness	-	-	9
Trade and other payables	-	-	259
Promissory notes	272	-	-
Warrant liability	14	-	-
Shareholder loans	-	-	190
Carrying value at March 31, 2022	286	-	458

As at December 31, 2021:

	FVTPL - mandatorily measured	FVOCI - mandatorily measured	FVOCI - designated	Amortized cost
	\$	\$	\$	\$
Financial assets:
Cash and cash equivalents	-	-	-	11
Other receivables	-	-	-	178
Trade receivables	-	-	-	6
Restricted cash	-	-	-	5
Carrying value at December 31, 2021	-	-	-	200

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)

(f) Fair value hierarchy (cont'd)

	FVTPL -
	mandatorily	FVTPL -	Amortized
	measured	designated	cost
	\$	\$	\$
Financial liabilities:
Trade and other payables	-	-	291
Promissory notes	262	-	-
Shareholder loans	-	-	140
Carrying value at December 31, 2021	262	-	431

A summary of instruments, with their classification in the fair value hierarchy is as follows:

		31-Mar-22	31-Mar-22
	Level	Carrying value	Fair value
		\$	\$
Warrant liability	Level 3	14	14
Promissory notes	Level 3	272	272

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)

The Company's inputs considered in its Level 3 classification are as follows:

Valuation technique	Key inputs	Relationship and sensitivity of unobservable inputs to fair value
The fair value of the promissory notes as of March 31, 2022 has been calculated using a binomial	The conversion ratio between promissory notes and common shares of the Company.	The estimated fair value would increase (decrease) if:
lattice methodology.	The Company's value as at the date of valuation.	The share price of the Company was higher (lower)
	The probability of the occurrence of the Qualifying Transaction.	The strike price of the Company was lower (higher)
	The discount for lack of marketability.	The term to maturity, in years, was lower (higher)
	See disclosure in Note 12 of the Unaudited Interim Condensed	The measure of stock price volatility was lower (higher)
	Financial Statements as of March 31, 2022.	The probability of successful completion of the Qualifying transaction was higher (lower)

12. RISKS AND UNCERTAINTIES

(a) COVID-19

12. RISKS AND UNCERTAINTIES (CONT'D)

(a) COVID-19 (cont'd)

(b) Risks relating to the Qualifying Transaction

The Company is in the development stage with little operating history

Going concern

Competition

12. RISKS AND UNCERTAINTIES (CONT'D)

(b) Risks relating to the Qualifying Transaction (cont'd)

Dividends

Uncertainty of revenue growth

Development of new products

Effective commercialization

(c) Technology risks

Technical risks

12. RISKS AND UNCERTAINTIES (CONT'D)

(c) Technology risks (cont'd)

Our technology may be unable to achieve broad market acceptance

Emerging products and technology

Obsolescence

(d) Other risks

Key personnel

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Management of growth

Dependence on suppliers and skilled labor

Conflicts of Interest

Research and development

Financial reporting and internal controls

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Financial reporting and internal controls (cont'd)

Intellectual property

Intellectual property litigation

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Ability to obtain and retain any relevant licenses

No established market

Lack of active market

There is a risk of dilution

The Company may issue additional securities from time-to-time to raise funding for its business, and such issuances may be dilutive to existing shareholders.

12. RISKS AND UNCERTAINTIES (CONT'D)

(d) Other risks (cont'd)

Global economic risk

Economic environment

Risks associated with acquisitions

(e) Product development risks

Lack of experience and commitment of team

The project manager and leader is the most responsible person, and a replacement or inexperienced manager could jeopardize the completion of the Platform.

Unrealistic deadlines

Software projects may fail when deadlines are not properly set. Project initialization, completion date and time must be realistic.

Improper budget

Cost estimation of a project is very crucial in terms of project success and failure. Low cost with high expectations of large projects may cause project failure.

12. RISKS AND UNCERTAINTIES (CONT'D)

(e) Product development risks (cont'd)

Lack of resources

Software and hardware resources may not be adequate. Lack of resources in terms of manpower is also a critical risk factor of software failure.

Inappropriate design

Software designers have a major role in the success or failure of the project if a design is inappropriate for the project.

User data

Failure to protect personal information

A wide variety of provincial, state, national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. These data protection and privacy-related laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions. Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in enforcement action against us, including fines, imprisonment of Company officials and public censure, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on our operations, financial performance, and business. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to us, harm our reputation and inhibit adoption of our products by current and future customers, and adversely affect our business, financial condition, and operating results. We have implemented and maintain security measures intended to protect personally identifiable information. However, our security measures remain vulnerable to various threats posed by hackers and criminals. If our security measures are overcome and any personally identifiable information that we collect or store becomes subject to unauthorized access, we may be required to comply with costly and burdensome breach notification obligations. We may also be subject to investigations, enforcement actions and private lawsuits.

12. RISKS AND UNCERTAINTIES (CONT'D)

(e) Product development risks (cont'd)

Failure to protect personal information (cont'd)

In addition, any data security incident is likely to generate negative publicity and have a negative effect on our business.

Effective operating and scaling of technology

unexpected credits or refunds to the Company's clients, loss of clients and other potential liabilities;
delays in client payments, increasing the Company's collection reserve and collection cycle;
diversion of development resources and associated costs;
harm to the Company's reputation and brand; and
unanticipated litigation costs.

Data security and hacking

Management's Discussion and Analysis For the three-month period ended March 31, 2022 (Expressed in thousands of United States dollars except for Number of Shares)

12. RISKS AND UNCERTAINTIES (CONT'D)

(e) Product development risks (cont'd)

Risk of safeguarding against security & privacy breaches

A security or privacy breach could:

expose the Company and Company to additional liability and to potentially costly litigation;
increase expenses relating to the resolution of these breaches;
deter potential customers from using our services; and
decrease market acceptance of electronic commerce transactions.

(f) International considerations

Political environment

Furthermore, there are a number of countries, primarily in the Middle East, as well as some Muslim countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also be certain countries, businesses or other global movements that may exert pressure on the Company's partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws policies or movements directed towards Israel or Israeli businesses could have a material adverse effect on the Company's business, results of operations and financial condition.

12. RISKS AND UNCERTAINTIES (CONT'D)

(f) International considerations (cont'd)

Political environment (cont'd)

Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of the Company, which could disrupt business operations for a significant period of time.

Emerging market

Income taxes

13. CONTINGENCIES AND COMMITMENTS

14. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

15. SUBSEQUENT EVENTS

(a) Loans from shareholders

(b) Commitment

(c) Restricted Share Units

In April of 2022, the Company terminated its previous arrangement with an officer and director of the Company. As a result, 283,351 RSUs were cancelled and returned to the unallocated pool.

15. SUBSEQUENT EVENTS (CONT'D)

(d) Private placement

16. ADDITIONAL INFORMATION

CERTIFICATE OF THE COMPANY

Dated: June 16, 2022

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities previously issued by the issuer as required by the securities legislation of British Columbia, Alberta and Ontario.

CROSS BORDER CAPITAL I INC.

Yaniv Bresler Chief Executive Officer

/s/ Yaniv Bresler /s/ Sophie Galper-Komet

Sophie Galper-Komet Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Jared Adelstein /s/ Yaniv Bresler

Jared Adelstein Director

Yaniv Bresler Director

CERTIFICATE OF SUPERBUZZ AND PROMOTER

Dated: June 16, 2022

The foregoing, as it relates to SuperBuzz, constitutes full, true and plain disclosure of all material facts relating to the securities of SuperBuzz.

Liran Brenner Chief Executive Officer

/s/ Liran Brenner /s/ Igor Kostioutchenko Igor Kostioutchenko Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

Dror Erez Director

/s/ Dror Erez /s/ Nahum Segal

Nahum Segal Director

ON BEHALF OF THE PROMOTER

/s/ Liran Brenner

Liran Brenner

AI assistant

SuperBuzz Inc. — Capital/Financing Update 2022

47944_rns_2022-06-16_1f32569d-abdb-4ff1-86e9-bddcd16e4dd8.pdf

PROSPECTUS

CROSS BORDER CAPITAL I INC.

TABLE OF CONTENTS

Page Page

GENERAL MATTERS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

MARKET AND INDUSTRY DATA

CURRENCY AND EXCHANGE RATE DATA

PROSPECTUS SUMMARY

The Company

SuperBuzz

The Proposed Qualifying Transaction

Securities Exchange

SuperBuzz Split

Escrow

Business of the Resulting Issuer

Estimated Available Funds and Principal Uses

Directors and Executive Officers of the Resulting Issuer

Liran Brenner, Chief Executive Officer & Director

Igor Kostioutchenko, Chief Financial Officer

Nahum Segal, Director

Dror Erez, Director

Tzafrir Peles, Director

Sophie Galper-Komet, Director

Steven Glaser, Director

Ahmed Kawasmi, Vice President of Research and Development

Ohad Avraham Alon, Chief Technology Officer

Netta Lev Sadeh, Chief Revenue Officer

Grant Duthie, Corporate Secretary

Private Placement

Connection to Canada

Interests of Insiders, Promoters and Control Persons

Arm's Length Qualifying Transaction

Pro Forma Consolidated Capitalization

Notes

Market for Securities

No Proceeds Raised

Risk Factors

Selected Financial Information of SuperBuzz

Revenue Recognition Disclosure of SuperBuzz

Selected Pro Forma Financial Information

THE COMPANY

CORPORATE STRUCTURE

Name, Incorporation and Place of Business

BUSINESS OF THE COMPANY

Overview of the Company

History

Narrative Description of the Business

DIVIDENDS OR DISTRIBUTIONS

SELECTED FINANCIAL INFORMATION OF THE COMPANY AND MD&A

Selected Financial Information

Selected Statement of Financial Position Data

Selected Statement of Operations Data

Selected Management's Discussion and Analysis

Discussion of Operations

Liquidity, Capital Resources and Outlook

Transactions with Related Parties

Additional Disclosure for Venture Corporations without Significant Revenue

DESCRIPTION OF SECURITIES

CONSOLIDATED CAPITALIZATION

PRIOR SALES

Prior Sales

Trading Price and Volume

ESCROWED SECURITIES

Notes:

PRINCIPAL SECURITYHOLDERS

DIRECTORS AND EXECUTIVE OFFICERS

Name, Address, Occupation, Security Holdings and Involvement with Other Reporting Issuers

Yaniv Bresler, Chairman, Chief Executive Officer, Secretary, and Director (Age: 47)

Sophie Galper Komet, Chief Financial Officer and Director (Age: 46)

Jared Adelstein, Director (Age: 27)

Jason Saltzman, Director (Age: 51)

Other Reporting Issuer Experience

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

Conflict of Interests

SuperBuzz Inc. Capital/Financing Update 2022