Cora Capital Corp. Announces Letter of Intent In Respect of Reverse Takeover of Tiger Financial Corporation

Resulting Issuer Expected to List on the Canadian Securities Exchange

Vancouver, BC and Hanoi, Vietnam, August 19, 2025 - TheNewswire - Cora Capital Corp. ("Cora") and Tiger Financial Corporation (“Tiger” or “Tiger Financial”) are pleased to announce that they have entered into a non-binding letter of intent (the “LOI”). Pursuant to the LOI, dated August 15, 2025, it is expected that Cora will, through a series of steps, acquire all of the issued and outstanding securities of Tiger in exchange for securities of Cora, constituting a reverse takeover (together with the related transactions and corporate procedures set forth in the LOI, the “Transaction”).

In connection with the completion of the Transaction, which is subject to, among other things, the negotiation and execution of a binding definitive agreement (the “Definitive Agreement”), 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 (USA, Delaware)

Tiger is a fintech and digital banking company led by industry veteran, Ben Aissa, who brings over 20 years of experience building and scaling financial technology ventures across global markets. Tiger provides AI-powered digital banking, payments, and lending solutions designed to empower millions of small businesses in Southeast Asia, one of the world’s fastest-growing economic regions. Through its wholly owned subsidiary, Vietpay Technology Company Corporation, Tiger currently serves some of Vietnam’s 5.1 million small businesses and is expanding into additional Southeast Asian markets, targeting the over 62 million under-banked small businesses across Thailand, Indonesia, Malaysia, the Philippines, Cambodia, and Myanmar.

Terms of the Transaction

        General Transaction Terms

Pursuant to the terms of the SPA, and subject to certain conditions, including receipt of applicable regulatory and shareholder 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 November 28, 2025.

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 54.7% of the issued and outstanding shares of Cora (after the Closing, “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

Prior to the closing of the Transaction, Cora intends to undertake a private placement financing (the “Bridge Financing”) whereby Cora will issue 4,600,000 common shares (the “Bridge Shares”) at a price of C$0.25 per Bridge Share, for gross proceeds of C$1.15 million. It is expected that the Tiger Shareholders will subscribe for C$150,000 of the Bridge Shares and Cora will be responsible for raising the remaining C$1,000,000 in the Bridge Financing. It is expected that all of the Bridge Shares will be free trading at the Closing.

As a condition to Cora closing the Bridge Financing, Tiger must have executed a commercial contract with an end user customer in Vietnam that will generate at least US$250,000 in top line revenue in the first twelve months of such contract.

Promptly after closing of the Bridge Financing, and subject to certain due diligence conditions, it is expected that Cora will loan Tiger 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 Tiger’s business. The Bridge Loan will be made on an interest-free basis and is expected to be forgiven immediately after the closing of the Transaction.

Concurrent Financing

As a condition to closing of the Transaction, Cora intends to complete a concurrent private placement (the "Concurrent Financing") of 6,600,000 special warrants (“Special Warrants”) for aggregate proceeds of approximately C$3.3 million.  

It is expected that each Special Warrant will have an issue price of C$0.50 per Special Warrant. Each 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 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 securities 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 Shares to Tiger Shareholders

In addition, the Tiger Shareholders will be entitled to, in the aggregate, the following number of Resulting Issuer Shares, upon satisfaction of each of the following conditions:

1. (a)1.7 million Resulting Issuer Shares if the Resulting Issuer recognizes revenue of at least US$1.5 million between the Closing and December 31, 2026; 

1. (b)1.7 million Resulting Issuer Shares if the Resulting Issuer obtains revenue of at least US$3 million between January 1, 2027 and December 31, 2027; 

1. (c)1.7 million Resulting Issuer Shares if the Resulting Issuer obtains at least 15,000 paying merchants on or before December 31, 2027; 

(d)        1.7 million Resulting Issuer Shares if the Resulting Issuer commences full commercial operations in an additional country in Southeast Asia on or before December 31, 2028; and

(e)        1.7 million Resulting Issuer Shares if the Resulting Issuer obtains at least 30,000 paying merchants on or before December 31, 2028.

The Resulting Issuer Shares issuable upon satisfaction of one or more of such milestones, are defined as the “Deferred Payment Shares”. Subject to further tax and legal advice, the Deferred Payment Shares are expected to be issued upon the exercise of contingent value rights (the “Contingent Rights”) issued at Closing and qualified by the Prospectus.

        Finders’ Fee Shares

The SPA provides that the Resulting Issuer will issue 400,000 Resulting Issuer Shares (the “Finders’ Fee Shares”) to or at the direction of Ken Osborne. It is expected that the distribution of the Finders’ Fee Shares will be qualified by the Prospectus and thus will be free trading at the Closing.

        Exclusivity & Break Fee

The LOI provides that no party will solicit or negotiate with any other entities with respect to a transaction similar to the Transaction. Furthermore, a C$750,000 break fee will be payable by Tiger to Cora if Tiger terminates the LOI, subject to certain exceptions. The Definitive Agreement will provide that a break fee of C$2 million will be payable by Tiger to Cora if Tiger terminates the Definitive Agreement, for any reason other than for cause or a force majeure.

        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 Bridge Financing and the Concurrent Financing; (b) certain cash holdings of Cora and Tiger and Tiger having no debts greater than C$100,000; (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) approval of the shareholders of Cora regarding the election of the Tiger nominees to the board of directors of the Resulting Issuer (the “Resulting Issuer Board”); (g) documentation, in form satisfactory to Cora, relating to the ownership of the intellectual property used in Tiger’s business; (h) a business plan of the Resulting Issuer, in form acceptable to Cora and the Canadian Securities Exchange; and (i) 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 Bridge Shares, the Finder’s Fee Shares, the Units pursuant to the Concurrent Financing, the Vend-In Shares and the Contingent Rights (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

On closing of the Transaction, Cora will change its name to "Tiger Financial Corporation."

Pro Forma Share Ownership

Upon completion of the Transaction, former shareholders of Tiger will hold 54.7% of the Resulting Issuer Shares. It is anticipated that there will be an aggregate of approximately 52,110,000 Resulting Issuer Shares issued and outstanding at the Closing, assuming the Bridge Financing and the Concurrent Financing are fully subscribed. The following table sets out the estimated pro forma capital structure at the Closing:

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

                                    ** Contingent Rights are excluded from this table.

Stock Options

Cora intends to adopt a customary 10% stock option plan for the Resulting Issuer, and all option grants to the board and management of the Resulting Issuer will be granted at Closing, with an exercise price equal to the price of the Special Warrants.

        Business of the Resulting Issuer

The Resulting Issuer will carry on the business conducted by Tiger, and the Resulting Issuer Shares will be listed under a new trading symbol.  

        Resulting Issuer Board & Officers

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

The directors of the Resulting Issuer are expected to be: (i) Nebil (Ben) Aissa, CEO and Chairman; (ii) Robert Kiesman, Lead Independent Director, a nominee of Cora; (iii) one additional nominee who will be nominated by Cora; and (iv) two nominees of Tiger who will serve as independent directors.

The senior officers of the Resulting Issuer are expected to be: (i) Nebil (Ben) Aissa, CEO; (ii) Rob Crocker; VP Capital Markets; and (iii) Sarah Morbey, Corporate Secretary. Tiger intends to also engage a Chief Financial Officer in the near future who will continue as CFO of the Resulting Issuer after the Closing.

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

        Nebil Ben Aissa, Chairman, CEO and Director

Nebil (Ben) Aissa is the founder and CEO of Tiger, bringing over two decades of exceptional experience in fintech, digital banking, and financial innovation. Ben’s entrepreneurial journey began in 2001 with EPAY Systems, a Chicago-based HR and payments platform, which he successfully scaled into a leading international fintech, achieving a private equity exit and subsequent acquisition by PRISM HR. In 2014, Ben founded QPAY, rapidly transforming it into Qatar’s top fintech and third largest in the Middle East, culminating in its acquisition by Qatar Islamic Bank in 2022. Under his leadership, QPAY earned prestigious recognition from Mastercard Middle East as the region's leading salary card issuer. Today, Ben continues to leverage strategic partnerships with PVCOMBANK in Vietnam and global payment leaders Visa and Mastercard, demonstrating unmatched expertise in scaling fintech ventures in high-growth dynamic markets.

He is also credited with 9 U.S. patents in fintech, payments, and security. Ben’s early accomplishments as an international swimmer, setting national and international records, exemplify his lifelong discipline, competitive spirit, and drive for excellence. 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 from 2009 to 2017 with 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 Vice President and director of Beyond Oil Ltd. (CSE: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.  

        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. She has a BA in Criminology from Simon Fraser University.

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. We look forward to working with Ben Aissa and his team at Tiger as the company develops into what we expect will be a transformational leader in the payments processing industry in Southeast Asia.”

Ben Aissa, CEO 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. This milestone represents much more than a listing—it positions us to accelerate our mission of serving under-banked small businesses across South Asia, one of the fastest-growing economic regions in the world. As a public company, we expect to have the ability to scale rapidly, strengthen our AI-powered digital banking platform, and expand into new markets. We look forward to working closely with the Cora team as we execute our high-growth strategy and unlock the full potential of Tiger Financial.”

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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