RABI:CC - AdRabbit Limited Provides Update Regarding Board and Audit Committee Composition and Status of Resumption of Trading
(TheNewswire)
Vancouver, British Columbia – TheNewswire - March 3, 2023 - AdRabbit Limited (TSXV:RABI) (the " Company ")announces that, further to its press releasedated February 27, 2023, the TSX Venture Exchange (" Exchange ") hastoday issued a bulletin for the resumption of trading of the ordinaryshares of the Company. The ordinary shares of the Company will resumetrading on the Exchange on Tuesday, March 7, 2023.
In addition, the Exchange has requested that theCompany provide further clarification regarding its board and auditcommittee composition. In connection with the previously announcedboard resignations and replacements, the current board and auditcommittee composition (as a result of the vacancies created thereby)does not meet the independence requirements of sections 5.1 and 21(b)of Exchange Policy 3.1 – Directors, Officers, Other Insiders & Personnel and CorporateGovernance . As previously announced, the Companyis searching for additional directors to be appointed to the board toensure compliance with the Exchange's independence requirements and tosatisfy Australian residency requirements under Australian corporatelaw.
The Company currently plans to fulfill the Exchangerequirements with respect to the board and audit committee compositionby the Company's next annual general meeting of shareholders, which isproposed to be held on or around May 31, 2023. Until such time, theCompany is relying on an exemption under section 6.1.1(4) of MI 52-110with respect to the composition of its audit committee, which providesthat the board may fill a vacancy in the audit committee with adirector who is otherwise not independent (by virtue of being anexecutive officer) until the later of the Company's next annualmeeting or 6 months from the date of the vacancy.
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: the expectationto identify appropriate additional director candidates; theexpectation that the annual general meeting will be held on theproposed date, and the expectation regarding resumption intrading.
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 explore and evaluate other strategic alternatives,including other strategic transactions, financings and debt settlementon acceptable terms; its operations and overall financial performance;no changes in the competitive environment or legal or regulatorydevelopments affecting its business; its ability to mitigateinflationary pressures; its ability to manage its liabilities andexpenses, including its ability to negotiate acceptable deferral orsettlement with its current or future vendors and creditors; and itsability 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.
There are a number of risks relatedto these forward-looking statements, which include, but are notlimited to, the Company's ability to remain attractive, economic orother conditions, its ability to reduce expenses and manage debt so asto remain attractive for potential strategic alternatives, includingother strategic transactions, financings and debt settlement. Inaddition, there is no guarantee or assurance that the Company'sordinary shares will resume trading, that it will be able to identifyappropriate additional director candidates, and that the annualgeneral meeting will be held on the proposed date. The Company'sbusiness, to the extent its re-evaluating its business plans andproduct offerings, remains subject to the risks identified in theCompany's listing application dated November 15, 2021 available underthe Company'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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