RABI:CC - AdRabbit Limited Announces First Closing of Convertible Loan Financing
(TheNewswire)
Vancouver, British Columbia – TheNewswire - April 11, 2023 - AdRabbit Limited (TSXV:RABI) (the “ Company ”) ispleased to announce that it has closed the first tranche of itspreviously announced non-brokered private placement offering (the“ Offering ”) of unsecured convertible loans. The first closing ofUS$300,000 principal amount of convertible loan (“ Convertible Loan ”)was completed pursuant to the terms and conditions of an Amended andRestated Convertible Loan Agreement (the “ Amended Loan Agreement ”) between the Company and 12.64 Fund Limited Partnership(“ 12.64 ”). The terms and conditions of the Amended Loan Agreementand the Offering are disclosed in the press release of the Companydated April 10, 2022. Other than the Amended Loan Agreement with12.64, at this time, the Company has not entered into any further loanagreements under the Offering with other potential lenders, and thereis no assurance that additional amounts will be raised under theOffering.
The Offering, including the terms of the Amended LoanAgreement, received the conditional acceptance of the TSX VentureExchange (the “ Exchange ”) prior to this closing, but issubject to the final acceptance of the Exchange. All securities issuedpursuant to the Offering are subject to a statutory four month holdperiod from their date of issuance, expiring August 12, 2023.
The securities to be offeredpursuant to the Offering have not been, and will not be, registeredunder the U.S. Securities Act of 1933, as amended (the “ U.S. SecuritiesAct ”) or any U.S. statesecurities laws, and may not be offered or sold in the United Statesor to, or for the account or benefit of, United States persons absentregistration or any applicable exemption from the registrationrequirements of the U.S. Securities Act and applicable U.S. statesecurities laws. This news release shall not constitute an offer tosell or the solicitation of an offer to buy securities in the UnitedStates, nor shall there be any sale of these securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful .
For further information, pleasecontact:
Max Bluvband, CEO and Director of the Company
Email: info@appv.io
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 anaction or event “may”, “might”, “could”, “should”, or“will” be taken or occur, or other similar expressions. Allstatements, other than statements of historical fact, included hereinare forward-looking statements, including, without limitation,statements regarding: expected completion of additional tranches ofthe Offering; the expectations regarding application or receipt ofregulatory and shareholder approvals; and plans and expectationsregarding other strategic business combinations, transactions, orequity or debt financings, or other operational activities.
These statements are based uponfactors and assumptions that are subject to significant risks anduncertainties. Such factors,risks and assumptions include, but are not limited to: the ability ofthe Company to receive regulatory, Exchange and shareholder approval,as required, in connection with the completion of additional loansunder the Offering; the closing of any further amounts, if any, underthe Offering, and the conversion, if any, of loans under the Offeringin accordance with its terms; a steady improvement in the globalfinancial markets and other general economic factors; the Company being unable to use theproceeds of the Offering as described, or the proceeds beinginsufficient for the Company’s purposes; the Company’s ability to identifyand/or negotiate strategictransactions on acceptable terms; the Company’s operations andoverall financial performance; no changes in the competitiveenvironment or legal or regulatory developments affecting itsbusiness; the Company’s ability to mitigate inflationary pressures;the Company’s ability to manage its liabilities and expenses,including its ability to negotiate acceptable deferral or settlementwith its current or future vendors and creditors; and the Company’sability to maintain key personnel such as directors and officers ofthe Company. 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.
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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