Wolverton Securities Ltd. has agreed to act as the Company's sponsor in accordance with the Exchange's policies and will be paid a fee of $40,000 + HST in cash.
Subject to the approval of the Exchange, the Company has agreed to pay a finder's fee of 966,667 common shares to an arm's length party as consideration for introducing Cairo to Socialitize.
Upon completion of the share consolidation, the Acquisition and the Acquisition Financing, the Company will be classified a Tier 2 technology issuer and will have approximately 33,050,000 issued common shares, 6,866,667 share purchase warrants and 3,300,000 new options to be granted on closing of the Acquisition.
The Company proposes to complete (conditional upon and concurrently with the completion of the acceptance by the Exchange of the Acquisition) a non-brokered private placement (the "Acquisition Financing") of C$2,000,000 through the issuance of units at a price of C$0.15 per unit. Each unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of C$0.25 for a period of two years. The proceeds of the Acquisition Financing will be allocated toward marketing and revenue generation of Socialitize's business and for general working capital.
Immediately prior to the closing of the Acquisition, the directors of Cairo will resolve, pursuant to the powers granted to them under the Company's articles to change the name of the Company to a name related to its new business.
Directors and Officers
On completion of the Acquisition, it is anticipated that the directors, senior officers and insiders of the Resulting Issuer will be:
Adriaan Brink (Chairman, President, Chief Executive Officer, Secretary and Director)
Adriaan Brink has been delivering commercial grade technology solutions for the past 30 years, focussing on internet payment systems and gambling technology since 1995. Mr. Brink's technical knowledge is complemented by his operational experience having operated the Liechtenstein Lotteries for over 10 years and being involved in a number of other online gambling ventures. He has been the founder/director of a number of public listed companies including Earthport PLC (AIM: EPO). Mr. Brink wrote the core code for the 2BET2 sports betting platform and has an intimate knowledge of the software architecture and the internet based gaming and gambling market.
Vivien Chueng (CFO)
Vivien Chuang is a Chartered Accountant (British Columbia, Canada) with several years of experience in the resource and mining sector. She worked at PricewaterhouseCoopers LLP from 2006 to 2010 and Charlton & Company from 2010 to 2011. Ms. Chuang holds a Bachelor of Business Administration degree from Simon Fraser University. Most recently, Ms. Chuang served as the Controller of CDM Capital Partners Inc.
Jason Reed (Chief Marketing Officer)
Jason Reed is a business analyst with the ability to take concepts and ideas and convert them to enticing and usable software. After graduating in 1993 with a B.Sc. (Maths/Comps), Mr. Reed started work in the Investment Banking sector developing software applications for clients such as RBS, Deutsche Bank, Singer and Friedlander, Natwest Stockbrokers and Barclays Capital. For the past 7 years he has operated Reedus Design - a successful marketing and website design company located in Spain.
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