|By Marketwired .||
|January 16, 2013 03:07 PM EST||
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.
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.
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.
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.
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.
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.
Cairo Resources Inc.
SYS-CON Events announced today that BMC will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BMC delivers software solutions that help IT transform digital enterprises for the ultimate competitive business advantage. BMC has worked with thousands of leading companies to create and deliver powerful IT management services. From mainframe to cloud to mobile, BMC pairs high-speed digital innovation with robust IT industrialization – allowing customers to provide amazing user experiences with optimized IT per...
May. 30, 2015 08:15 AM EDT Reads: 1,824
We’re entering a new era of computing technology that many are calling the Internet of Things (IoT). Machine to machine, machine to infrastructure, machine to environment, the Internet of Everything, the Internet of Intelligent Things, intelligent systems – call it what you want, but it’s happening, and its potential is huge. IoT is comprised of smart machines interacting and communicating with other machines, objects, environments and infrastructures. As a result, huge volumes of data are being generated, and that data is being processed into useful actions that can “command and control” thi...
May. 30, 2015 08:00 AM EDT Reads: 1,442
Building low-cost wearable devices can enhance the quality of our lives. In his session at Internet of @ThingsExpo, Sai Yamanoor, Embedded Software Engineer at Altschool, provided an example of putting together a small keychain within a $50 budget that educates the user about the air quality in their surroundings. He also provided examples such as building a wearable device that provides transit or recreational information. He then reviewed the resources available to build wearable devices at home including open source hardware, the raw materials required and the options available to power s...
May. 30, 2015 05:30 AM EDT Reads: 4,547
In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect at GE, and Ibrahim Gokcen, who leads GE's advanced IoT analytics, focused on the Internet of Things / Industrial Internet and how to make it operational for business end-users. Learn about the challenges posed by machine and sensor data and how to marry it with enterprise data. They also discussed the tips and tricks to provide the Industrial Internet as an end-user consumable service using Big Data Analytics and Industrial Cloud.
May. 30, 2015 04:30 AM EDT Reads: 5,859
We certainly live in interesting technological times. And no more interesting than the current competing IoT standards for connectivity. Various standards bodies, approaches, and ecosystems are vying for mindshare and positioning for a competitive edge. It is clear that when the dust settles, we will have new protocols, evolved protocols, that will change the way we interact with devices and infrastructure. We will also have evolved web protocols, like HTTP/2, that will be changing the very core of our infrastructures. At the same time, we have old approaches made new again like micro-services...
May. 30, 2015 03:30 AM EDT Reads: 5,822
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff happens, where data lives and where the interface lies. For instance, it's a mix of architectural styles ...
May. 30, 2015 03:00 AM EDT Reads: 6,190
Connected devices and the Internet of Things are getting significant momentum in 2014. In his session at Internet of @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, examined three key elements that together will drive mass adoption of the IoT before the end of 2015. The first element is the recent advent of robust open source protocols (like AllJoyn and WebRTC) that facilitate M2M communication. The second is broad availability of flexible, cost-effective storage designed to handle the massive surge in back-end data in a world where timely analytics is e...
May. 30, 2015 02:00 AM EDT Reads: 6,564
Collecting data in the field and configuring multitudes of unique devices is a time-consuming, labor-intensive process that can stretch IT resources. Horan & Bird [H&B], Australia’s fifth-largest Solar Panel Installer, wanted to automate sensor data collection and monitoring from its solar panels and integrate the data with its business and marketing systems. After data was collected and structured, two major areas needed to be addressed: improving developer workflows and extending access to a business application to multiple users (multi-tenancy). Docker, a container technology, was used to ...
May. 30, 2015 01:00 AM EDT Reads: 2,832
The true value of the Internet of Things (IoT) lies not just in the data, but through the services that protect the data, perform the analysis and present findings in a usable way. With many IoT elements rooted in traditional IT components, Big Data and IoT isn’t just a play for enterprise. In fact, the IoT presents SMBs with the prospect of launching entirely new activities and exploring innovative areas. CompTIA research identifies several areas where IoT is expected to have the greatest impact.
May. 29, 2015 09:00 PM EDT Reads: 5,560
2015 predictions circa 1970: houses anticipate our needs and adapt, city infrastructure is citizen and situation aware, office buildings identify and preprocess you. Today smart buildings have no such collective conscience, no shared set of fundamental services to identify, predict and synchronize around us. LiveSpace and M2Mi are changing that. LiveSpace Smart Environment devices deliver over the M2Mi IoT Platform real time presence, awareness and intent analytics as a service to local connected devices. In her session at @ThingsExpo, Sarah Cooper, VP Business of Development at M2Mi, will d...
May. 29, 2015 04:27 PM EDT Reads: 988
The Industrial Internet revolution is now underway, enabled by connected machines and billions of devices that communicate and collaborate. The massive amounts of Big Data requiring real-time analysis is flooding legacy IT systems and giving way to cloud environments that can handle the unpredictable workloads. Yet many barriers remain until we can fully realize the opportunities and benefits from the convergence of machines and devices with Big Data and the cloud, including interoperability, data security and privacy.
May. 29, 2015 03:45 PM EDT Reads: 5,136
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 this session, James Kirkland, Red Hat's Chief Architect for the Internet of Things and Intelligent Systems, will describe how to revolutionize your architecture and...
May. 29, 2015 02:33 PM EDT Reads: 932
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series data. By focusing on enterprise applications and the data center, he will use OpenTSDB as an example t...
May. 29, 2015 02:00 PM EDT Reads: 6,914
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be
May. 29, 2015 01:15 PM EDT Reads: 3,130
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using the URL as a basic building block, we open this up and get the same resilience that the web enjoys.
May. 29, 2015 01:00 PM EDT Reads: 7,557
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will want to use their existing identities, but these will have credentials already that are (hopefully) i...
May. 29, 2015 01:00 PM EDT Reads: 4,812
SYS-CON Events announced today that MetraTech, now part of Ericsson, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Ericsson is the driving force behind the Networked Society- a world leader in communications infrastructure, software and services. Some 40% of the world’s mobile traffic runs through networks Ericsson has supplied, serving more than 2.5 billion subscribers.
May. 29, 2015 01:00 PM EDT Reads: 2,512
Thanks to widespread Internet adoption and more than 10 billion connected devices around the world, companies became more excited than ever about the Internet of Things in 2014. Add in the hype around Google Glass and the Nest Thermostat, and nearly every business, including those from traditionally low-tech industries, wanted in. But despite the buzz, some very real business questions emerged – mainly, not if a device can be connected, or even when, but why? Why does connecting to the cloud create greater value for the user? Why do connected features improve the overall experience? And why do...
May. 29, 2015 12:42 PM EDT Reads: 1,138
SYS-CON Events announced today that O'Reilly Media has been named “Media Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York City, NY. O'Reilly Media spreads the knowledge of innovators through its books, online services, magazines, and conferences. Since 1978, O'Reilly Media has been a chronicler and catalyst of cutting-edge development, homing in on the technology trends that really matter and spurring their adoption by amplifying "faint signals" from the alpha geeks who are creating the future. An active participa...
May. 29, 2015 12:30 PM EDT Reads: 1,426
Imagine a world where targeting, attribution, and analytics are just as intrinsic to the physical world as they currently are to display advertising. Advances in technologies and changes in consumer behavior have opened the door to a whole new category of personalized marketing experience based on direct interactions with products. The products themselves now have a voice. What will they say? Who will control it? And what does it take for brands to win in this new world? In his session at @ThingsExpo, Zack Bennett, Vice President of Customer Success at EVRYTHNG, will answer these questions a...
May. 29, 2015 12:13 PM EDT Reads: 945