Welcome!

Web 2.0 Authors: Rex Morrow, Datical, Trevor Parsons, Elizabeth White, Liz McMillan, Carmen Gonzalez

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
SYS-CON Events announced today that Matrix.org has been named “Silver Sponsor” of Internet of @ThingsExpo, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Matrix is an ambitious new open standard for open, distributed, real-time communication over IP. It defines a new approach for interoperable Instant Messaging and VoIP based on pragmatic HTTP APIs and WebRTC, and provides open source reference implementations to showcase and bootstrap the new standard. Our focus is on simplicity, security, and supporting the fullest feature set.
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at Internet of @ThingsExpo, Robin Raymond, Chief Architect at Hookflash Inc., will walk through the shifting landscape of traditional telephone a...
WebRTC defines no default signaling protocol, causing fragmentation between WebRTC silos. SIP and XMPP provide possibilities, but come with considerable complexity and are not designed for use in a web environment. In his session at Internet of @ThingsExpo, Matthew Hodgson, technical co-founder of the Matrix.org, will discuss how Matrix is a new non-profit Open Source Project that defines both a new HTTP-based standard for VoIP & IM signaling and provides reference implementations.

SUNNYVALE, Calif., Oct. 20, 2014 /PRNewswire/ -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems, today added 96 new products to the Spansion® FM4 Family of flexible microcontrollers (MCUs). Based on the ARM® Cortex®-M4F core, the new MCUs boast a 200 MHz operating frequency and support a diverse set of on-chip peripherals for enhanced human machine interfaces (HMIs) and machine-to-machine (M2M) communications. The rich set of periphera...

SYS-CON Events announced today that Aria Systems, the recurring revenue expert, has been named "Bronze Sponsor" of SYS-CON's 15th International Cloud Expo®, which will take place on November 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Aria Systems helps leading businesses connect their customers with the products and services they love. Industry leaders like Pitney Bowes, Experian, AAA NCNU, VMware, HootSuite and many others choose Aria to power their recurring revenue business and deliver exceptional experiences to their customers.
The Internet of Things (IoT) is going to require a new way of thinking and of developing software for speed, security and innovation. This requires IT leaders to balance business as usual while anticipating for the next market and technology trends. Cloud provides the right IT asset portfolio to help today’s IT leaders manage the old and prepare for the new. Today the cloud conversation is evolving from private and public to hybrid. This session will provide use cases and insights to reinforce the value of the network in helping organizations to maximize their company’s cloud experience.
The Internet of Things (IoT) is making everything it touches smarter – smart devices, smart cars and smart cities. And lucky us, we’re just beginning to reap the benefits as we work toward a networked society. However, this technology-driven innovation is impacting more than just individuals. The IoT has an environmental impact as well, which brings us to the theme of this month’s #IoTuesday Twitter chat. The ability to remove inefficiencies through connected objects is driving change throughout every sector, including waste management. BigBelly Solar, located just outside of Boston, is trans...
SYS-CON Events announced today that Matrix.org has been named “Silver Sponsor” of Internet of @ThingsExpo, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Matrix is an ambitious new open standard for open, distributed, real-time communication over IP. It defines a new approach for interoperable Instant Messaging and VoIP based on pragmatic HTTP APIs and WebRTC, and provides open source reference implementations to showcase and bootstrap the new standard. Our focus is on simplicity, security, and supporting the fullest feature set.
Predicted by Gartner to add $1.9 trillion to the global economy by 2020, the Internet of Everything (IoE) is based on the idea that devices, systems and services will connect in simple, transparent ways, enabling seamless interactions among devices across brands and sectors. As this vision unfolds, it is clear that no single company can accomplish the level of interoperability required to support the horizontal aspects of the IoE. The AllSeen Alliance, announced in December 2013, was formed with the goal to advance IoE adoption and innovation in the connected home, healthcare, education, aut...
SYS-CON Events announced today that Red Hat, the world's leading provider of open source solutions, will exhibit at Internet of @ThingsExpo, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Red Hat is the world's leading provider of open source software solutions, using a community-powered approach to reliable and high-performing cloud, Linux, middleware, storage and virtualization technologies. Red Hat also offers award-winning support, training, and consulting services. As the connective hub in a global network of enterprises, partners, a...
The only place to be June 9-11 is Cloud Expo & @ThingsExpo 2015 East at the Javits Center in New York City. Join us there as delegates from all over the world come to listen to and engage with speakers & sponsors from the leading Cloud Computing, IoT & Big Data companies. Cloud Expo & @ThingsExpo are the leading events covering the booming market of Cloud Computing, IoT & Big Data for the enterprise. Speakers from all over the world will be hand-picked for their ability to explore the economic strategies that utility/cloud computing provides. Whether public, private, or in a hybrid form, clo...
Software AG helps organizations transform into Digital Enterprises, so they can differentiate from competitors and better engage customers, partners and employees. Using the Software AG Suite, companies can close the gap between business and IT to create digital systems of differentiation that drive front-line agility. We offer four on-ramps to the Digital Enterprise: alignment through collaborative process analysis; transformation through portfolio management; agility through process automation and integration; and visibility through intelligent business operations and big data.
The Transparent Cloud-computing Consortium (abbreviation: T-Cloud Consortium) will conduct research activities into changes in the computing model as a result of collaboration between "device" and "cloud" and the creation of new value and markets through organic data processing High speed and high quality networks, and dramatic improvements in computer processing capabilities, have greatly changed the nature of applications and made the storing and processing of data on the network commonplace.
Be Among the First 100 to Attend & Receive a Smart Beacon. The Physical Web is an open web project within the Chrome team at Google. Scott Jenson leads a team that is working to leverage the scalability and openness of the web to talk to smart devices. The Physical Web uses bluetooth low energy beacons to broadcast an URL wirelessly using an open protocol. Nearby devices can find all URLs in the room, rank them and let the user pick one from a list. Each device is, in effect, a gateway to a web page. This unlocks entirely new use cases so devices can offer tiny bits of information or simple i...
Things are being built upon cloud foundations to transform organizations. This CEO Power Panel at 15th Cloud Expo, moderated by Roger Strukhoff, Cloud Expo and @ThingsExpo conference chair, will address the big issues involving these technologies and, more important, the results they will achieve. How important are public, private, and hybrid cloud to the enterprise? How does one define Big Data? And how is the IoT tying all this together?
The Internet of Things (IoT) is going to require a new way of thinking and of developing software for speed, security and innovation. This requires IT leaders to balance business as usual while anticipating for the next market and technology trends. Cloud provides the right IT asset portfolio to help today’s IT leaders manage the old and prepare for the new. Today the cloud conversation is evolving from private and public to hybrid. This session will provide use cases and insights to reinforce the value of the network in helping organizations to maximize their company’s cloud experience.
TechCrunch reported that "Berlin-based relayr, maker of the WunderBar, an Internet of Things (IoT) hardware dev kit which resembles a chunky chocolate bar, has closed a $2.3 million seed round, from unnamed U.S. and Switzerland-based investors. The startup had previously raised a €250,000 friend and family round, and had been on track to close a €500,000 seed earlier this year — but received a higher funding offer from a different set of investors, which is the $2.3M round it’s reporting."
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.
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. Over the summer Gartner released its much anticipated annual Hype Cycle report and the big news is that Internet of Things has now replaced Big Data as the most hyped technology. Indeed, we're hearing more and more about this fascinating new technological paradigm. Every other IT news item seems to be about IoT and its implications on the future of digital busines...
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water, are pursuing SmartGrid initiatives that represent one of the more mature examples of SAE. We have s...