Welcome!

Wearables Authors: Liz McMillan, Elizabeth White, Pat Romanski, Rostyslav Demush, Yeshim Deniz

News Feed Item

Cairo Announces Termination of Letter of Intent with Newcastle Minerals and Execution of Share Exchange Agreement to Acquire Shares of Socialitize Limited

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/16/13 -- Cairo Resources Inc. (TSX VENTURE:QAI.P) ("Cairo" or the "Company") announces the following:

Termination of Letter of Intent with Newcastle Minerals Ltd.

Further to a news release of October 22, 2012 and by mutual agreement the Company and Newcastle Minerals Ltd. have terminated their Letter of Intent dated October 17, 2012 with immediate effect and without any future liability.

Acquisition of the Shares of Socialitize Limited

The Company has entered into a Share Exchange Agreement (the "Agreement") dated January 14, 2013 with Socialitize Limited ("Socialitize"), a company incorporated under the laws of Gibraltar, and the shareholders of Socialitize (the "Shareholders") whereby the Company will acquire all of the shares of Socialitize. Socialitize is the owner of the 2BET2 sports betting and social gambling business, primarily operated through Facebook, iPhone, Android and other mobile devices.

Acquisition Terms

Pursuant to the terms of the Agreement, the Shareholders have agreed to sell, and the Company has agreed to acquire, all the shares in the capital of Socialitize in exchange for 15,000,000 common shares in the capital of the Company (the "Acquisition"). The Company and Socialitize act at arm's length.

The Acquisition will be an Arm's Length Transaction (as such term is defined in the TSX Venture Exchange's policies). None of the insiders of Cairo are insiders of Socialitize or own, directly or indirectly, any of the issued securities of Socialitize. As a result, Cairo is not required under the Exchange's policies to seek shareholder approval of the Acquisition and should therefore be able to expedite the closing.

Conditions Precedent

The parties' obligations to complete the Acquisition are subject to the satisfaction of the usual conditions precedent including:

a.  the Company being satisfied with the results of its due diligence review
    of Socialitize and its business; 

b.  completion by Cairo of a consolidation of its current outstanding
    securities on the basis of one new share in exchange for 1.2 existing
    shares. All references to shares being issued pursuant to the
    Acquisition and private placement are on a post-consolidated basis; 

c.  raising at least C$2,000,000 by way of private placement; 

d.  the cancellation of all 400,000 previously issued stock options; 

e.  the receipt of satisfactory legal opinions concerning corporate matters
    and asset ownership of Socialitize; 

f.  the receipt of all necessary approvals of the TSX Venture Exchange (the
    "Exchange") and all other regulatory authorities and third parties to
    the Acquisition; and 

g.  no material adverse change having occurred in the business, affairs,
    financial condition assets or operations of the Company, Socialitize or
    its business prior to closing. 

Trading in the Company's common shares on the Exchange will remain halted pending completion of the Acquisition and the related transactions.

All common shares of the Company held by Principals (as such term is defined in the Exchange's policies) on the completion of the Acquisition will be escrowed pursuant to the policies of the Exchange, which may include securities they acquire under the Financing (defined below).

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.

Proposed Financing

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.

Name Change

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.

Tim Streatfeild-James (Director)

Based in Gibraltar, Tim Streatfeild-James worked for the Barclays Group for over 25 years initially in London. He then worked internationally for Barclays in Vanuatu before moving on to hold senior and board level positions in South Korea, the Caribbean, Africa and ultimately as the Country Director in Gibraltar. Since leaving Barclays in 2007 Tim has set up and managed his own successful consultancy business in Gibraltar named Riara Consultants Ltd. that specialises in the financial services sector. He currently holds regulated non-executive directorships covering insurance, banking and experienced investor funds.

Ian Sherrington (Director)

Ian Sherrington is best known in the industry for creating the first ever online sportsbook in January 1996 for Intertops Sportwetten of Salzburg, Austria. As Technical Director of Intertops since 1983, the online sportsbook established a series of industry firsts including the first sportsbook to accept single match bets across the board. Following the success of the online sportsbook, Ian was one of the first to integrate an online casino and established the renowned Intertops affiliate program. During 2003, Ian founded Mahjong Mania in Montreal, Canada. Mahjong Mania created the first aggregated cash-play Mahjong game and was successful in signing up many of the best-known online casinos and software suppliers. Since then Ian has been active as a consultant to a number of notable gaming companies including Microgaming, Crownstar and Netsurf Media.

Kal Malhi (Director)

Mr. Malhi brings to Cairo a wealth of experience in the mineral exploration business. Mr. Malhi has been president of BullRun Investments Inc., a privately held corporation, since 2007. BullRun Investments currently has several properties under option arrangements with TSX-V listed companies, including Cap-Ex Ventures Ltd., Ridgemont Iron Ore, Encanto Potash Corp. and Arrowstar Resources Ltd.

About Socialitize Limited

The business currently operated or undertaken by Socialitize is the design, implementation and operation of sports betting as a social gambling game for use through Facebook, known as 2BET2.

2BET2 focuses on sports betting and games built around the concept, combining the lure of sports betting with the social nature of Facebook. It has achieved strong growth on Facebook currently adding over 5000 new players per day.

Players are monetized through a number of complementary strategies. Players may purchase additional BB$ (in-game currency) when they run low or so that they may bet on more events in larger amounts. Players are also encouraged to purchase features and prestige in the game. Socialitize will also pursue referral revenues (where such activity is legal and in accordance with Facebook terms) whereby players who purchase items or spend money at synergistic websites will generate commission revenues for the company. Socialitize will also seek to generate revenues with new group orientated features such as clubs and tournaments, where individuals will be required to subscribe in order to participate.

2BET2 is also available as a web app on Apple iPhone and Android devices and will be released in more formats over coming months. Mobile apps are a core focus for the company.

General

Cairo is a capital pool company and the Acquisition and accompanying Acquisition Financing will constitute the Company's Qualifying Transaction.

The completion of the Acquisition, the Company's name change and the change of its business are subject to a number of conditions, including but not limited to, satisfactory due diligence, all necessary approvals including the acceptance of the Exchange. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement yet to be prepared in connection with the transaction, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading of the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Kal Malhi, President, CEO and Director

Statements in this press release relating to the completion of the proposed acquisition of Socialitize Limited, including completion of the concurrent financings, may be "forward-looking statements" or "forward-looking information" under applicable securities laws. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Cairo Resources Inc. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include market prices; availability of capital and financing; general economic, market or business conditions; receipt of necessary minority shareholder approvals; receipt of and timeliness of government or regulatory approvals; regulatory changes; and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contacts:
Cairo Resources Inc.
604-646-1553

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
Bill Schmarzo, author of "Big Data: Understanding How Data Powers Big Business" and "Big Data MBA: Driving Business Strategies with Data Science," is responsible for setting the strategy and defining the Big Data service offerings and capabilities for EMC Global Services Big Data Practice. As the CTO for the Big Data Practice, he is responsible for working with organizations to help them identify where and how to start their big data journeys. He's written several white papers, is an avid blogge...
Charles Araujo is an industry analyst, internationally recognized authority on the Digital Enterprise and author of The Quantum Age of IT: Why Everything You Know About IT is About to Change. As Principal Analyst with Intellyx, he writes, speaks and advises organizations on how to navigate through this time of disruption. He is also the founder of The Institute for Digital Transformation and a sought after keynote speaker. He has been a regular contributor to both InformationWeek and CIO Insight...
"IBM is really all in on blockchain. We take a look at sort of the history of blockchain ledger technologies. It started out with bitcoin, Ethereum, and IBM evaluated these particular blockchain technologies and found they were anonymous and permissionless and that many companies were looking for permissioned blockchain," stated René Bostic, Technical VP of the IBM Cloud Unit in North America, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Conventi...
Michael Maximilien, better known as max or Dr. Max, is a computer scientist with IBM. At IBM Research Triangle Park, he was a principal engineer for the worldwide industry point-of-sale standard: JavaPOS. At IBM Research, some highlights include pioneering research on semantic Web services, mashups, and cloud computing, and platform-as-a-service. He joined the IBM Cloud Labs in 2014 and works closely with Pivotal Inc., to help make the Cloud Found the best PaaS.
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Cloud-enabled transformation has evolved from cost saving measure to business innovation strategy -- one that combines the cloud with cognitive capabilities to drive market disruption. Learn how you can achieve the insight and agility you need to gain a competitive advantage. Industry-acclaimed CTO and cloud expert, Shankar Kalyana presents. Only the most exceptional IBMers are appointed with the rare distinction of IBM Fellow, the highest technical honor in the company. Shankar has also receive...
"We view the cloud not as a specific technology but as a way of doing business and that way of doing business is transforming the way software, infrastructure and services are being delivered to business," explained Matthew Rosen, CEO and Director at Fusion, in this SYS-CON.tv interview at 18th Cloud Expo (http://www.CloudComputingExpo.com), held June 7-9 at the Javits Center in New York City, NY.
The Founder of NostaLab and a member of the Google Health Advisory Board, John is a unique combination of strategic thinker, marketer and entrepreneur. His career was built on the "science of advertising" combining strategy, creativity and marketing for industry-leading results. Combined with his ability to communicate complicated scientific concepts in a way that consumers and scientists alike can appreciate, John is a sought-after speaker for conferences on the forefront of healthcare science,...
WebRTC is great technology to build your own communication tools. It will be even more exciting experience it with advanced devices, such as a 360 Camera, 360 microphone, and a depth sensor camera. In his session at @ThingsExpo, Masashi Ganeko, a manager at INFOCOM Corporation, introduced two experimental projects from his team and what they learned from them. "Shotoku Tamago" uses the robot audition software HARK to track speakers in 360 video of a remote party. "Virtual Teleport" uses a multip...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, discussed the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
In his session at Cloud Expo, Alan Winters, U.S. Head of Business Development at MobiDev, presented a success story of an entrepreneur who has both suffered through and benefited from offshore development across multiple businesses: The smart choice, or how to select the right offshore development partner Warning signs, or how to minimize chances of making the wrong choice Collaboration, or how to establish the most effective work processes Budget control, or how to maximize project result...
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
IoT is rapidly becoming mainstream as more and more investments are made into the platforms and technology. As this movement continues to expand and gain momentum it creates a massive wall of noise that can be difficult to sift through. Unfortunately, this inevitably makes IoT less approachable for people to get started with and can hamper efforts to integrate this key technology into your own portfolio. There are so many connected products already in place today with many hundreds more on the h...
DXWorldEXPO LLC announced today that ICC-USA, a computer systems integrator and server manufacturing company focused on developing products and product appliances, will exhibit at the 22nd International CloudEXPO | DXWorldEXPO. DXWordEXPO New York 2018, colocated with CloudEXPO New York 2018 will be held November 11-13, 2018, in New York City. ICC is a computer systems integrator and server manufacturing company focused on developing products and product appliances to meet a wide range of ...
JETRO showcased Japan Digital Transformation Pavilion at SYS-CON's 21st International Cloud Expo® at the Santa Clara Convention Center in Santa Clara, CA. The Japan External Trade Organization (JETRO) is a non-profit organization that provides business support services to companies expanding to Japan. With the support of JETRO's dedicated staff, clients can incorporate their business; receive visa, immigration, and HR support; find dedicated office space; identify local government subsidies; get...
René Bostic is the Technical VP of the IBM Cloud Unit in North America. Enjoying her career with IBM during the modern millennial technological era, she is an expert in cloud computing, DevOps and emerging cloud technologies such as Blockchain. Her strengths and core competencies include a proven record of accomplishments in consensus building at all levels to assess, plan, and implement enterprise and cloud computing solutions. René is a member of the Society of Women Engineers (SWE) and a m...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Archi...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abilit...
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.