RABI:CC - AdRabbit Limited Announces Appointment of New Director Changes to Audit Committe and Provides Bi-Weekly MCTO Status Update
(TheNewswire)
Vancouver, B C - TheNewswire - May 17, 2023 - AdRabbit Limited (TSXV:RABI) (the " Company ") ispleased to announce the appointment of Mr. Fred Leigh to the board ofdirectors, subject to TSX Venture Exchange (the “ Exchange ”)approval. Mr. Leigh will also join the audit committee of the Company,filling the vacancy left by the resignation of Shahar Hajdu as adirector of the Company.
Mr. Leigh has been involved in the investment industryfor over 40 years and has had a significant role as a founder,director, and investor in numerous public and private companies. Mr.Leigh is also the founder and President of VC7K Capital Inc., aprivately held company which has invested in early and advanced-stageopportunities in the Resources/Tech/Industrial sectors for over 32years.
Following the director changes noted above, theCompany's current directors are: Noah Hershcoviz, Moshe Cohen,Daniel-Paul Corsello, and Fred Leigh. In addition, following theCompany's press release on April 26, 2023, which announced theresignations of Max Bluvband and Shahar Hajdu as directors andofficers, the audit committee of the Company will now be composed of:Mr. Noah Hershcoviz, Mr. Daniel-Paul Corsello, and Mr. FredLeigh.
The Company is also providing a bi-weekly defaultstatus update in accordance with National Policy 12-203 – Management Cease TradeOrders (“ NP 12-203 ”).
After the initial default announcement on April 19,2023 (the “ DefaultAnnouncement ”), the Company made anapplication to its principal regulator, the British ColumbiaSecurities Commission (“ BCSC ”) under the NP 12-203 requesting that amanagement cease trade order (the “ MCTO ”) be imposedas it was anticipated that it will not file its audited financialstatements for its fiscal year ended December 31, 2022 (the" 2022 Annual FinancialStatements "), its management's discussionand analysis relating thereto and Chief Executive Officer and ChiefFinancial Officer certificates relating to the 2022 Annual FinancialStatements (collectively, the " Required Filings ") before the prescribed deadline of May 1, 2023.
Subsequently, in the press release dated May 3, 2023,the Company announced that BCSC approved the Company’s applicationfor and granted a MCTO. The MCTO prohibits the chief executive officerand chief financial officer of the Company from trading in theCompany's securities for so long as the Required Filings are notfiled. The issuance of such cease trade order does not generallyaffect the ability of persons who are not directors, officers, orother insiders of the Company to trade in the Company's securities.
Other than as set out herein, the Company reports thatsince the Default Announcement: (i) there is no material change to theinformation set out in the Default Announcement that has not beengenerally disclosed; (ii) there has been no failure by the Company infulfilling its stated intentions with respect to satisfying theprovisions of the alternative information guidelines set out in NP12-203; (iii) there has not been any other specified default by theCompany under NP 12-203; and (iv) there is no other materialinformation concerning the affairs of the Company that has not beengenerally disclosed.
The Company will continue to satisfy the provisions ofthe alternative information guidelines under NP 12-203 by issuingbi-weekly default status reports in the form of news releases so longas it remains in default of the filing requirements set outabove.
For further information, pleasecontact:
Noah Hershcoviz, Interim CEO and Director of theCompany
Email: noah@alabs.co
Telephone: (604) 283-6110
NEITHER THE TSX VENTURE EXCHANGE INC.NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THEPOLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY ORACCURACY OF THIS RELEASE.
Caution Regarding Forward-LookingInformation
The information in this news releaseincludes certain information and statements about management's view offuture events, expectations, plans and prospects that constituteforward-looking statements. These statements are based uponassumptions that are subject to significant risks and uncertainties.Forward-looking statements in this news release include, but are notlimited to, expectations regarding Exchange approval of Mr. Leigh’sappointment to the board of directors, the expected completion of theaudit and the filing of Required Filings and the expected remediationof the continuous disclosure default, including expected revocation ofthe MCTO at a future date. There are a number of risks anduncertainties related to these forward-looking statements, whichinclude, but are not limited to: Mr. Leigh’s appointment as adirector, further delays related to the completion of the audit, lackof availability of key persons, auditors or staff required to completethe Required Filings by the anticipated date, and other unexpecteditems arising relating to the audit, the actual results, expectations,achievements or performance may differ materially from thoseanticipated and indicated by these forward-looking statements.Although the Company believes that the expectations reflected inforward-looking statements are reasonable, it can give no assurancesthat the expectations of any forward-looking statement will prove tobe correct. Except as required by law, the Company disclaims anyintention and assumes no obligation to update or revise anyforward-looking statements to reflect actual results, whether as aresult of new information, future events, changes in assumptions,changes in factors affecting such forward-looking statements orotherwise.
Although the Company has attemptedto identify important factors that could cause actual actions, events,conditions, results, performance, or achievements to differ materiallyfrom those described in forward-looking statements, there may be otherfactors that cause actions, events, conditions, results, performance,or achievements to differ from those anticipated, estimated orintended. There can be no assurance that forward-looking statementswill prove to be accurate, as actual results and future events coulddiffer materially from those anticipated in such statements.Forward-looking statements are provided for the purpose of providinginformation about management's expectations and plans relating to thefuture, as at the date they are provided. The Company disclaims anyintention or obligation to update or revise any forward-lookingstatements whether as a result of new information, future events orotherwise, or to explain any material difference between subsequentactual events and such forward-looking statements, except to theextent required by applicable law. Accordingly, investors should notplace undue reliance on forward-looking statements. All theforward-looking statements are expressly qualified by the foregoingcautionary statements.
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