RABI:CC - AdRabbit Limited Announces Loan
(TheNewswire)
Vancouver, British Columbia – TheNewswire - March 15, 2023 - AdRabbit Limited (TSXV:RABI) (the " Company ")announces that it has entered into an unsecured,non-convertible promissory note (the " Note ") to borrowUS$60,000 (the " Loan ") from 12.64 Fund LimitedPartnership. The Loan has a term expiring on the earlier of: (i) May30, 2023; and (ii) the completion by the Company of an equityfinancing of a minimum of $250,000. The principal amount of the Loanunder the Note bears interest at a rate of 3% per annum. The netproceeds of the Loan will be used for general and administrativeexpenses and working capital purposes.
Disclosure Required under MI61-101
12.64 Fund Limited Partnership is considered a“related party” of the Company within the meaning of MultilateralInstrument 61-101 - Protection of Minority Security Holders in SpecialTransactions (“ MI 61-101 ”). As aresult, the Loan is considered to be a “related party transaction”as such term is defined by MI 61-101, requiring the Company, in theabsence of exemptions, to obtain a formal valuation of, and minorityshareholder approval of, the “related party transaction”. The Company is relying on the exemptions fromthe valuation and the minority shareholder approval requirements of MI61-101 provided for in subsections 5.5(a) and5.7(1)(a) of MI 61-101, respectively, as the fair market value of theLoan does not exceed 25% of the Company's market capitalization asdetermined in accordance with MI 61-101, as well as the exemptionprovided for in subsection 5.7(f) of MI 61-101 given that the Loan isnot convertible into equity. The Loan has been provided on reasonablecommercial terms that are not less advantageous to the Company than ifit were obtained from an arm's length party.
The Company did not file a material change report inrespect of the related party transaction at least 21 days prior to theclosing of the Loan, which the Company deems reasonable in thecircumstances in order to close the Loan transaction in an expeditiousmanner.
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 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: plans andexpectations regarding use of proceeds of the Loan.
These statements are based uponfactors and assumptions that are subject to significant risks anduncertainties. Such factorsand assumptions include, but are not limited to: a steady improvementin the global financial markets and other general economic factors;its ability to repay the Loan or explore and evaluate strategictransactions, financings and debt settlement on acceptable terms; itsoperations and overall financial performance; no changes in thecompetitive environment or legal or regulatory developments affectingits business; its ability to mitigate inflationary pressures; itsability to manage its liabilities and expenses, including its abilityto negotiate acceptable deferral or settlement with its current orfuture vendors and creditors; and its ability to maintain keypersonnel such as directorsand officers of the Company. While the Company considers theseexpectations and assumptions to be reasonable, many expectations andassumptions are based on factors and events that are not within itscontrol and there is 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, economic and other conditions, the Company’s ability toreduce expenses and manage debt so as to remain attractive forpotential strategic alternatives, including other strategictransactions, financings and debt settlement. The Company's business,to the extent its re-evaluating its business plans and productofferings, remains subject to the risks identified in the Company'slisting application dated November 15, 2021 available under theCompany's profile 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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