SuperBuzz Inc. — Regulatory Filings 2021

Jul 21, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Cross Border Capital I Inc. Suite 1600, 1 First Canadian Place 100 King Street West, Toronto, Ontario, M5X 1G5

Item 2. Date of Material Change

July 19, 2021

Item 3. News Release

The press release was issued through Cison and filed on SEDAR on July 20, 2021.

Item 4. Summary of Material Change

On July 19, 2021, Cross Border Capital I Inc. (the “ Corporation ”), a capital pool company, entered into a letter of intent with Message Notify Ltd/ d/b/a/ SuperBuzz (“ SuperBuzz ”) to enable SuperBuzz to complete a going public transaction in Canada which, upon completion, will be the Corporation’s “Qualifying Transaction” under TSX Venture Exchange Policy 2.4 Capital Pool Companies (the “ Proposed Transaction ”).

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 AI-optimized bidding algorithm and fraud detection that guarantees push delivery at the right time and in the appropriate context needed to ensure maximum user retention. The system makes it easy to segment users and create push notification tests while tracking notifications in real-time and shows actual traffic quality, including any fraudulent activity. SuperBuzz is a private company that was incorporated under the laws of Israel on January 10, 2018.

In conjunction with, and prior to the closing of the Proposed Transaction, SuperBuzz intends to complete a private placement offering of approximately CDN $2.0 million of subscription receipts (“ Subscription Receipts ”) on terms to be determined in the context of the market (the “ Private Placement ”). It is anticipated that each Subscription Receipt will be automatically exchanged for one ordinary share of SuperBuzz (each, a “ SuperBuzz Share ”) upon the satisfaction of specified escrow release conditions, which will include, among other things, the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the resulting issuer (the “ Resulting Issuer ”) on the TSX Venture Exchange (the “ TSXV ”).

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Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On July 19, 2021, Cross Border Capital I Inc. (“ CBX ” or the “ Corporation ”), a capital pool company, entered into a letter of intent with Message Notify Ltd/ d/b/a/ SuperBuzz (“ SuperBuzz ”) to enable SuperBuzz to complete a going public transaction in Canada which, upon completion, will be the Corporation’s “Qualifying Transaction” under TSX Venture Exchange Policy 2.4 Capital Pool Companies (the “ Proposed Transaction ”).

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 AI-optimized bidding algorithm and fraud detection that guarantees push delivery at the right time and in the appropriate context needed to ensure maximum user retention. The system makes it easy to segment users and create push notification tests while tracking notifications in real-time and shows actual traffic quality, including any fraudulent activity. SuperBuzz is a private company that was incorporated under the laws of Israel on January 10, 2018.

In conjunction with, and prior to the closing of the Proposed Transaction, SuperBuzz intends to complete a private placement offering of approximately CDN $2.0 million of subscription receipts (“ Subscription Receipts ”) on terms to be determined in the context of the market (the “ Private Placement ”). It is anticipated that each Subscription Receipt will be automatically exchanged for one ordinary share of SuperBuzz (each, a “ SuperBuzz Share ”) upon the satisfaction of specified escrow release conditions, which will include, among other things, the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the resulting issuer (the “ Resulting Issuer ”) on the TSX Venture Exchange (the “ TSXV ”).

For the purposes of the Proposed Transaction, the deemed value of the outstanding common shares of CBX will be approximately CDN $2,000,000. Pursuant to the Proposed Transaction, it is currently intended that: (i) the outstanding common shares of CBX will be consolidated at a consolidation ratio to be determined by the parties if deemed necessary to effect the Proposed Transaction (the “ Consolidation ”); and (ii) the holders of SuperBuzz Shares (including those investors in the Private Placement) will receive one (1) common share of the Resulting Issuer (on a postConsolidation basis) in exchange for each outstanding SuperBuzz Share. Following the completion of the Proposed Transaction, the securityholders of SuperBuzz (including those investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Resulting Issuer.

A comprehensive news release with further particulars relating to the Proposed Transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the Resulting Issuer, terms of any sponsorship, if applicable, among other particulars, will follow in

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accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) completion of satisfactory due diligence; (b) execution of a definitive agreement; (c) receipt of regulatory approvals; (d) acceptance of the Proposed Transaction as CBX's Qualifying Transaction by the TSXV; (e) receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV; (f) shareholders of CBX approving certain matters ancillary to the Proposed Transaction, including the Consolidation, the appointment of four (4) new director nominees of SuperBuzz and one (1) existing director nominee of CBX and a change in name of CBX to “SuperBuzz Inc.”, all subject to the completion of the Proposed Transaction. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or non-offering prospectus to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Trading in securities of a capital pool company should be considered highly speculative. Shares of CBX have been halted from trading on the TSXV, and trading is not expected to resume until closing of the Proposed Transaction.

5.2 Disclosure for Restructuring Transactions

Not Applicable

Item 6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 – Continuous Disclosure Obligations

Not Applicable

• Item 7. Omitted Information

No information has been omitted from this material change report.

• Item 8. Executive Officer

Yaniv Bresler CEO Tel: 972 54 333 2304

Item 9. Date of Report

July 21, 2021

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