Resulting Issuer to Close C$3.5M Concurrent Financing and Apply to List on the Canadian Securities Exchange

US$750,000 Bridge Loan Has Been Advanced from Cora to Tiger

 

Vancouver, BC and San Juan, Puerto Rico, March 30, 2026 /TheNewswire/ Cora Capital Corp. ("Cora") and Tiger Financial Corporation (“Tiger” or “Tiger Financial”) are pleased to announce that, further to the news release dated August 19, 2025, they have entered into definitive master agreement dated March 27, 2026 (the “Definitive Agreement”). Pursuant to the Definitive Agreement, Cora will, through a series of steps, acquire all of the issued and outstanding securities of Tiger in exchange for securities of Cora (together with the related transactions and corporate procedures set forth in the Definitive Agreement, the “Transaction”). In connection with the completion of the Transaction, Cora intends to apply to list the common shares of the Resulting Issuer (as defined below) on the Canadian Securities Exchange (the “CSE”). The listing will be subject to the approval of the CSE.

 

About Tiger Financial

Tiger Financial is a Puerto Rico-based fintech and digital banking company building AI-powered financial infrastructure for small businesses across high-growth Southeast Asian markets. Under the leadership of Ben Aissa, a fintech entrepreneur with more than 20 years of international experience building and scaling fintech ventures, Tiger is developing AI-powered payments, digital banking, and embedded financial solutions for one of the world’s most dynamic and underserved small business segments. Through its subsidiary, Vietpay Technology Company Corporation, Tiger has established a foothold in Vietnam and is pursuing a broader regional expansion strategy across Thailand, Indonesia, Malaysia, the Philippines, Cambodia, and Myanmar, targeting a market of more than 62 million small businesses. Tiger’s strategy is centered on combining technology, execution, and local licensed banking partnerships to support long-term growth and expand access to financial services across these dynamic emerging markets.

 

Robert Kiesman, CEO of Cora, commented, “Our team is so pleased to be leading the public listing of a company with disruptive technology in a thriving part of the world. Ben Aissa has proven that he knows how to build, scale and exit successful tech businesses in other markets and we look forward to continuing working with him and his team at Tiger and Vietpay as they develop into what we expect will be a transformational leader in the payment processing industry in Southeast Asia. Cora intends to close our upsized concurrent financing in the very near future to fund the growth of Tiger’s business and to create value for our shareholders.”

 

Ben Aissa, Chief Executive Officer of Tiger Financial, stated: “Our team is proud to be moving forward with our planned listing on the Canadian Securities Exchange and securing our own ticker symbol. We believe this milestone will position Tiger Financial for its next phase of growth and support our mission of serving under-banked small businesses across Southeast Asia, one of the fastest growing and most underserved business markets in the world. As a public company, we expect to enhance our ability to scale, strengthen our AI-powered digital banking platform, and expand into new markets. We are excited to work alongside our growing team as we execute our strategy and continue building Tiger Financial into a leading fintech platform for emerging markets worldwide.”

 

Terms of the Transaction

 

        General Transaction Terms

 

Pursuant to the terms of the Definitive Agreement, and subject to certain conditions, including receipt of applicable regulatory approvals, at the closing of the Transaction (the “Closing”), Cora will, through a series of steps, acquire all the issued and outstanding securities of Tiger. At the Closing, Tiger will become a wholly owned subsidiary of Cora (after the Closing, the “Resulting Issuer”). Subject to satisfaction or waiver of the conditions in the Definitive Agreement, Cora and Tiger anticipate that the Transaction will be completed on or about June 15, 2026.

 

At the Closing, the shareholders of Tiger (the “Tiger Shareholders”) will be issued: (a) 28,500,000 common shares (the “Vend-in Shares”) of Cora, representing 54.3% of the issued and outstanding common shares of the Resulting Issuer (the “Resulting Issuer Shares”).

 

In addition to any legends required pursuant to applicable securities laws, all of the Vend-in Shares will be subject to a 36-month staged escrow. All of the existing 12,000,000 common shares of Cora (the “Cora Seed Shares”) will be subject to: (a) a 36-month staged escrow, pursuant to applicable securities laws; or (b) contractual legends mirroring such 36-month escrow requirements.

 

        Bridge Financing & Secured Bridge Loan

 

In November 2025, Cora completed a private placement financing (the “Bridge Financing”) whereby Cora issued 4,600,000 special warrants (the “Bridge Special Warrants”) at a price of C$0.275 per Bridge Special Warrant, for gross proceeds of C$1.265 million. All of the Bridge Special Warrants have since converted into 4,600,000 common shares of Cora (the “Bridge Shares”). All of the Bridge Shares will be free trading at the Closing.

 

Cora has now loaned Tiger a total of US$750,000 by way of a secured loan (the “Bridge Loan”). Proceeds from the Bridge Loan are expected to be used for general working capital, for expenses related to the Transaction, and to advance the growth of the business of Tiger and Vietpay. The Bridge Loan was made on a secured basis pursuant to a general security agreement, is interest-free and is expected to convert into shares of Tiger in connection with the Closing.

 

        Concurrent Financing

 

As a condition to closing of the Transaction, Cora intends to complete a concurrent private placement (the "Concurrent Financing") of up to 7,000,000 special warrants (“Concurrent Special Warrants”). Due to strong investor interest, the Concurrent Financing has been upsized to C$3.5 million.  

 

It is expected that each Concurrent Special Warrant will have an issue price of C$0.50 per Concurrent Special Warrant (the “Special Warrant Issue Price”). Each Concurrent Special Warrant will automatically convert, without the payment of any additional consideration (other than the proceeds paid by Cora in accordance with the Concurrent Financing), into one unit (“Unit”), on the date that is the earlier of: (a) the third business day after receipt of the Prospectus (as defined below); and (b) 4 months and a day after the issue date of the Concurrent Special Warrants.

 

Each Unit will be comprised of one common share of Cora and one half of one warrant (the “Concurrent Warrants”), each whole Concurrent Warrant being exercisable for one Resulting Issuer Share at an exercise price of C$1.25 per share for a period of 24 months after the Closing. It is expected that all of the securities issued pursuant to the Concurrent Financing will be free trading at the Closing.

 

It is intended that the net proceeds from the Concurrent Financing will be used to complete the Transaction, to continue to implement Tiger’s business plan, including sales & marketing, product development, and for general working capital.

 

It is expected that the Resulting Issuer may pay finders’ fees to certain finders in the amount of 7% of gross proceeds in cash and the issuance to certain finders of the number of finder’s warrants (“Finders’ Warrants”) equal to 7% of the number of Units sold in the Concurrent Financing, where each Finders’ Warrant will be exercisable to purchase one Resulting Issuer Share at the Special Warrant Issue Price for a period of 24 months after the Closing.

 

        Deferred Payment Securities to Tiger Shareholders

 

In addition, the Tiger Shareholders will be entitled to, in the aggregate, 8,500,000 warrants of the Resulting Issuer (“Consideration Warrants”), which will vest and be exercisable upon satisfaction of each of the following milestones and on the following terms:

 

(a) 1.7 million of the Consideration Warrants will vest if the Resulting Issuer recognizes revenue of at least US$1.5 million between: (i) the Closing and June 30, 2027; or (ii) the Closing and the 12 month anniversary thereof, which period is longer;

(b) 1.7 million of the Consideration Warrants will vest if the Resulting Issuer obtains revenue of at least US$3 million between July 1, 2027 and June 30, 2028;

(c) 1.7 million of the Consideration Warrants will vest if the Resulting Issuer obtains at least 15,000 paid merchant installations on or before June 30, 2028;

(d) 1.7 million of the Consideration Warrants will vest if the Resulting Issuer commences full commercial operations in an additional country in Southeast Asia on or before June 30, 2029; and

(e) 1.7 million of the Consideration Warrants will vest if the Resulting Issuer obtains at least 30,000 paid merchant installations on or before June 30, 2029.

 

        Finders’ Fee Shares

 

The Definitive Agreement provides that the Resulting Issuer will issue 400,000 Resulting Issuer Shares (the “Finders’ Fee Shares”) to KO Capital Holdings Corp.

 

        Exclusivity & Break Fee

 

The Definitive Agreement provides that no party will solicit or negotiate with any other entities with respect to a transaction similar to the Transaction. Furthermore, a C$2 million break fee will be payable by Tiger to Cora if Tiger terminates the Definitive Agreement, subject to certain exceptions.

 

        General Conditions to Closing

 

The completion of the Transaction is subject to the satisfaction of certain conditions, including but not limited to: (a) closing of the Concurrent Financing; (b) the amalgamation of Cora Subco and Tiger; (c) the absence of any material adverse change in the business of either Tiger or Cora; (d) completion of IFRS audits pursuant to applicable law; (e) the amendment of certain agreements to which Tiger is a party; (f) a business plan of the Resulting Issuer, in form acceptable to Cora and the CSE; (g) the receipt of all requisite regulatory, stock exchange or governmental authorizations and consents, including the approval of the CSE and receipt from the BC Securities Commission in respect of a non-offering prospectus qualifying the distribution of the Cora Seed Shares, Bridge Shares, the Finder’s Fee Shares, the Units pursuant to the Concurrent Financing, the Vend-In Shares and the Consideration Warrants (the “Prospectus”). Accordingly, there can be no assurance that the Transaction will be completed on the terms proposed above, or at all.  

 

Resulting Issuer

 

        Name Change & Ticker Symbol

 

On closing of the Transaction, the Resulting Issuer will change its name to "Tiger Financial Corporation". It is expected that the Resulting Issuer will be assigned the ticker symbol “BANQ”.  

 

        Pro Forma Share Ownership

 

Upon completion of the Transaction, former shareholders of Tiger will hold 54.3% of the Resulting Issuer Shares. It is anticipated that there will be an aggregate of approximately 52,500,000 Resulting Issuer Shares issued and outstanding at the Closing, assuming the Concurrent Financing is fully subscribed. The following table sets out the estimated pro forma capital structure at the Closing:

 

Type of Securities	Share Capital
Cora (including Seed Financings)	12,000,000
Bridge Financing	4,600,000
Concurrent Financing	7,000,000
Finder's Fee Shares	400,000
Vend-in Shares	28,500,000
Shares Outstanding at Closing	52,500,000
10% Stock Options	5,210,000
Finders’ Warrants @ 7%*	495,000
Concurrent Financing Warrants	3,500,000
Consideration Warrants	8,500,000

* Maximum: assumes all Units will be raised by finders.

        Stock Options

 

Cora intends to adopt a customary 10% rolling stock option plan for the Resulting Issuer, and all option grants to the board and management of the Resulting Issuer will be granted at or before the Closing, with an exercise price equal to the price of the Special Warrants. It is expected at Closing that Nebil (Ben) Aissa will be granted 1,000,000 stock options, at an exercise price equal to the price of the Concurrent Financing.

 

        Business of the Resulting Issuer

 

The Resulting Issuer will carry on the business conducted by Tiger and Vietpay.

 

        Resulting Issuer Board & Officers

 

Shareholders of Cora have previously fixed the number of directors on the Cora Board at five (5).

 

At the Closing, the directors of the Resulting Issuer are expected to be: (a) Nebil (Ben) Aissa, CEO and Chairman; (b) Robert Kiesman, Lead Independent Director, a nominee of Cora; (c) one additional nominee who will be nominated by Cora; and (d) Geoff Pritchard, a nominee of Tiger. After the Closing, Tiger has the right to appoint one additional nominee.

 

At the Closing, the senior officers of the Resulting Issuer are expected to be: (a) Nebil (Ben) Aissa, CEO; (b) Darren Prins, CFO; (c) Rob Crocker; VP Capital Markets; and (iv) Sarah Morbey, Corporate Secretary.  

 

Biographical information of each of these individuals is set forth below:  

 

        Nebil Ben Aissa, Chairman, CEO and Director

Nebil Ben Aissa (Ben), is the Founder and Chief Executive Officer of Tiger Financial Corporation and brings more than 20 years of experience in fintech, digital banking, and financial innovation. He began his entrepreneurial career in 2001 with EPAY Systems, a Chicago-based HR and payments platform that he founded and scaled into a leading international fintech business, resulting in a private equity exit and subsequent acquisition by PRISM HR. In 2014, he founded QPAY, which he grew into Qatar’s #1 fintech company and the third largest in the Middle East, before its acquisition by Qatar Islamic Bank in 2022. Under his leadership, QPAY became Qatar’s largest salary card issuer and one of the top three prepaid card program managers in the Middle East. At Tiger Financial, Ben continues to leverage his experience and industry relationships, including strategic partnerships with local banks, international payment networks, and global payments leaders, as he builds Tiger Financial into a scalable AI-powered financial technology platform for high-growth emerging markets.

Ben is also credited with multiple U.S. patents related to technology, fintech, payments, and security. In addition to his business accomplishments, he was an accomplished international swimmer who set national and international records, an early reflection of the discipline, ambition, and competitive drive that continue to shape his leadership. Ben holds a Master’s degree in Computer Engineering from the University of Wisconsin and an MBA from Northwestern University’s Kellogg School of Management.

Robert Kiesman, Lead Independent Director

 

Robert Kiesman is the CEO of Cora and is a private business owner and corporate lawyer who specialized in securities law and mergers & acquisitions at Stikeman Elliott LLP in Vancouver. He served as a director and vice chair of the board of directors of the Provincial Health Services Authority, a public health authority in British Columbia with an annual budget of over C$4 billion. He has many years of experience as a director and officer of public companies, including currently as Senior Vice President and director of Beyond Oil Ltd. (TSX:BOIL) and as an officer of Skeena Gold + Silver (NYSE:SKE). He has a law degree from the University of British Columbia and is adjunct professor in Political Studies at Trinity Western University.  

 

        Geoff Pritchard, Independent Director

 

Geoff Pritchard is a seasoned capital markets professional, executive director, non-executive director and public company Chairman. He is the President of Mindfulness Capital an Asia/Israel Web3, Blockchain, and Cryptocurrency Venture Capital business based in North Asia. He has many years of experience as a public company director and officer, most recently as executive and non-executive director and then Chairman of Australian Stock Exchange listed icetana (ASX:ICE) from 2018 – 2024, an artificial intelligence technology business focused on anomaly detection in large-scale CCTV camera networks with operations in the Middle East, Asia, Australia and the US. He holds an MBA from Melbourne Business School, a Graduate of the Australian Institute of Company Directors and is a Chartered Accountant.

        Darren Prins, CFO

 

Darren Prins CPA, CA, is the current CFO of Tiger and has extensive experience in financial reporting, M&A, capital markets, auditing, risk management, budgeting and forecasting. As a Partner of Invictus Accounting Group LLP, he has served as Chief Financial Officer for a number of TSX, TSX Venture and NYSE American issuers. As CFO, Darren has led a variety of capital markets initiatives, oversaw several mergers & acquisitions transactions, and built high performing corporate reporting teams. Earlier in his career, Darren worked at Ernst & Young, where he led audit engagements across a variety of industries. He graduated from Simon Fraser University with a Bachelor of Business Administration (Finance Major).

 

        Robert Crocker, VP Capital Markets

 

Rob Crocker is a director of Cora and will be Vice President of Capital Markets of the Resulting Issuer. He is a seasoned capital markets professional and the Founder of Westwick Capital Partners, a Toronto-based advisory firm focused on capital markets strategy. Prior to founding Westwick, Rob worked as an Investment Advisor at several of Canada’s top investment dealers. He currently serves as strategic advisor to a number of venture-backed companies across Canada and the US, including Phantom Space, an American space transportation and rocket manufacturing startup based in Tucson, Arizona, FERO International, a modular construction company addressing infrastructure challenges with state-of-the-art, sustainable and cost-effective modular solutions, and Synoptech, an emerging leader in the field of biometric tracking developing a next-generation point-of-care biomarker monitoring system. He holds a Bachelor of Management from Dalhousie University.

        Sarah Morbey, Corporate Secretary

 

Sarah Morbey is the Corporate and Administrative Assistant at Vancouver Corporate Solutions Inc., a corporate services company that provides corporate secretarial and governance services to several publicly-listed companies. She has been corporate secretary of Cora since May 2025 and has also been corporate secretary of Astra Exploration Inc (TSXV:ASTR) since September 2025. She has a BA in Criminology from Simon Fraser University.

 

Non-Arm's Length Relationships

 

No director, officer or promoter of Cora are also insiders of Tiger. No director, officer or promoter of Cora has any material interest in Tiger prior to giving effect to the Transaction.

 

Cautionary Note

 

Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance of the proposed listing, and the completion of the Bridge Financing and the Concurrent Financing. There can be no assurance that the Transaction will be completed as proposed or at all. 

 

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

 

For further information, please contact: 

 

Robert Kiesman, CEO of Cora

Phone: (778) 840-5553
Email: robert@vancouvercorporate.ca  

 

Nebil (Ben) Aissa, CEO of Tiger 

Phone: (312) 804-1936
Email: ben.aissa@tigerfinancial.com  

 

Forward-Looking Information

 

The Canadian Securities Exchange has in no way passed upon the merits of Cora, Tiger or the Transaction and has neither approved nor disapproved the contents of this press release. Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Cora’s current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Cora, Tiger and the Resulting Issuer, the Concurrent Financing and the Transaction (including CSE approval of the proposed listing and the closing of the Transaction). 

 

Such statements and information reflect the current view of Cora. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (a) there is no assurance that the Concurrent Financing will be completed or as to the actual gross proceeds to be raised in connection with the Concurrent Financing; (b) there is no assurance that Cora and Tiger will obtain all requisite approvals for the Transaction, including the approval of the CSE for the Transaction (which may be conditional upon amendments to the terms of the Transaction); (c) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations; (d) financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (e) new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and (f) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

 

There are a number of important factors that could cause the Resulting Issuer's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: limited business history of Tiger; risks related to Tiger’s corporate strategy including that previous and future acquisitions do not meet expectations, disruptions or changes in the credit or security markets; results of operation activities; unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions. Cora cautions that the foregoing list of material factors is not exhaustive. When relying on Cora’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Cora has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Cora as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Cora may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws. 

 

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

  

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