RABI:CC - AdRabbit Limited Announces Changes to Directors and Officers and Provides a Corporate Update
(TheNewswire)
Vancouver, British Columbia – TheNewswire - April 26, 2023 -AdRabbit Limited (TSXV:RABI) (the " Company ")announces the departure of Mr. Max Bluvband as Chief Executive Officerand director of the Company and Mr. Shahar Hajdu as Chief TechnologyOfficer and director of the Company, who are leaving their roles withthe Company to pursue other opportunities. Messrs. Bluvband and Hajduwill remain engaged by the Company to act as non-managementconsultants and assist with continuous disclosure, administrative andremaining operational matters.
The Company has appointed Mr. Noah Hershcoviz, currentdirector and chairman of AdRabbit board of directors, as interim ChiefExecutive Officer of the Company, and Mr. Daniel-Paul Corsello as anindependent Australian resident director of the Company. Such newappointments are subject to TSX Venture Exchange (the “ Exchange ”)approval.
Following the management and director changes notedabove, the current directors and officers of the Company are: NoahHerscovici (Interim Chief Executive Officer, Chairman and Director),Gidi Krupnik (Chief Financial Officer), Moshe Cohen (Director) andDaniel-Paul Corsello (Director).
Mr. Hershcoviz is a managing partner at A-Labs Financeand Advisory Ltd., a private Israeli-based financial and capitalmarkets advisory firm. Mr. Hershcoviz is a finance and businessspecialist to companies in varying industries and has experienceleading and executing complex transactions such as financings, reversetakeovers and M&A, including go-public transactions on the TSXVenture Exchange and NASDAQ.
Mr. Corsello is a corporate advisor with Golden VentureCapital based in Melbourne, Australia, which provides consultingservices for technology companies relating to, among other things,capital raising, strategic direction, M&A, marketing and growthstrategies, and commercial partnerships. Mr. Corsello was formerly thefounder and managing director of Endless Solutions Cosmetic Surgerybased in Port Melbourne, Victoria, Australia, a chain of clinicalcosmetic clinics which included surgeons, doctors, specialists, andprofessional support.
As previously announced, including as detailed in itspress release dated December 9, 2022, the Company has paused furtherdevelopment and proposed rollout of its AdRabbit standalone marketingapp (the “ AdRabbitApp ”) and, while it maintains its existinglegacy Appsvillage software-as-a-service product (“ AppsVillage Platform ”), the Company has significantly reduced spending indevelopment, marketing, customer acquisition and operations and isfocusing on seeking potential business combinations, reverse takeoverand similar transactions with other operational businesses. TheCompany does not expect to resume development of its AdRabbit App andexpects to experience continued churn and phasing out of the remainingcustomer subscriptions for its legacy AppsVillage Platform as suchcustomers’ subscription terms come to an end and are not renewed. Inlight of the reduced business activities of the Company, the Companybelieves that the reduced roles of Mr. Bluvband and Mr. Hajdu asnon-management consultants to the Company will be sufficient tosupport the current activities of the Company, with Mr. Hershcoviztransactional experience being relevant as the Company continues toevaluate and negotiate potential reverse takeover and similartransactions. Additional details will be included in the Company’smanagement’s discussion and analysis for its fiscal year endedDecember 31, 2022, which will be available on the Company SEDARprofile at a later date, currently expected for end of May2023.
Other Updates
As previously announced, the Company has been searchingfor two additional directors to be appointed to the board to ensurecompliance with the Exchange’s independence requirements and tosatisfy Australian residency requirements under Australian corporatelaw. Mr. Corsello is an Australian resident and independent member ofthe board of directors of the Company. In addition to Mr. Corsello, atthis time, the Company continues to seek another director to satisfythe residency and independence requirements. The Company is hoping toidentify such additional candidate by its next annual general meetingof shareholders (“ 2023AGM ”).
As previously announced in its press release datedApril 19, 2023, the Company does not expect to file its auditedfinancial statements for its fiscal year ended December 31, 2022, andrelated MD&A and accompanying documents (the “ Annual Filings ”)before the prescribed deadline of May 1, 2023. The Company expects tofile the Annual Filings by the end of May 2023.
In light of the foregoing delay in the Annual Filingsand given that the Company is currently seeking an additional directorcandidate as noted above, the Company expects to postpone its 2023AGM, originally scheduled for May 31, 2023, to June 30, 2023, or suchother date deemed necessary by the board in light of circumstances.The Company will announce additional details and timing regarding the2023 AGM in due course.
For further information, pleasecontact:
Noah Herscovici, 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. Forward-looking statements are statementsthat relate to future, not past, events. In this context,forward-looking statements often address expected future events,plans, prospects, business, and financial performance, and oftencontain words such as "anticipate", "believe","plan", "estimate", "expect", and"intend", statements that an action or event"may", "might", "could","should", or "will" be taken or occur, or othersimilar expressions. All statements, other than statements ofhistorical fact, included herein are forward-looking statements,including, without limitation, statements regarding: Exchange approvalof Mr. Herscovici’s appointment as the Interim Chief ExecutiveOfficer and Mr. Corsello’s appointment as a director of the Company;expectations regarding the addition of an Australian resident and/orindependent board member; the expected completion of the AnnualFilings; the expected date and business of the 2023 AGM; plans andexpectations regarding the Company’s business, products, potentialstrategic business combinations or transactions; and the ability tocontinue operations.
These statements are based uponfactors and assumptions that are subject to significant risks anduncertainties. Such factorsand assumptions include, but are not limited to: the Company’sability to obtain Exchange approval of the appointments to the boardof directors and management; the Company’s ability to maintain keypersonnel such as directors and officers of the Company, or thatexisting management and directors will be sufficient for theactivities of the Company and that the Company will be able toidentify and attract a suitable additional director candidate; itsability to complete and file the Annual Filings; its ability to holdthe 2023 AGM as planned; the Company’s ability to identify and/ornegotiate strategic transactions on acceptable terms; and a steadyimprovement in the global financial markets and other general economicfactors. While the Company considers these expectations andassumptions to be reasonable, many expectations and assumptions arebased on factors and events that are not within its control and thereis no assurance that they will prove to be correct.
There are a number of risks relatedto these forward-looking statements, which include, but are notlimited to: expectations regarding the addition of an Australianresident and/or independent board member; further delays related tothe completion of Annual Filings or the completion of the 2023 AGM;the Company's ability to continue reduce expenses and manage debt soas to remain attractive for potential strategic transactions; theCompany’s ability to service its debt, including its recentlyannounced loans and convertible loans, and other payables and remainsolvent or a going concern. In addition, the Company does not have anybinding agreement with any party with respect to any potentialstrategic transaction, and there is no guarantee the Company will beable to complete any such potential strategic transactions or what theterms would be. The Company will require further capital to maintainor meet its listing, continuous disclosure and compliance requirementsand to pursue potential transactions, and in light of the currentstatus of credit and equity markets, there is a substantial risk thatthe Company will not be able to complete such transactions or uponterms satisfactory to the Company. The Company's business, to theextent its re-evaluating its business plans and product offerings,remains subject to the risks identified in the Company's listingapplication dated November 15, 2021, available under the Company'sprofile on SEDAR at www.sedar.com .
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, performanceor 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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