RABI:CC - AdRabbit Limited Provides Update to Proposed Reverse Takeover Transaction and Announces Related Party Loan
(TheNewswire)
Vancouver, British Columbia – TheNewswire - February 27, 2023 - AdRabbit Limited (TSXV:RABI) (the " Company ")announces the termination of discussions and negotiations regardingthe proposed reverse takeover transaction (“ Proposed Transaction ”) with Sanolla Ltd. (" Sanolla "). Aspreviously announced by the Company in its press release datedDecember 9, 2022, the Company had been continuing negotiations withSanolla following the termination of the headsof agreement (the " HOA ") dated August 18, 2022 between theCompany and Sanolla, which negotiations have nowterminated and the parties have determined not to pursue the ProposedTransaction.
As previously announced on December 9, 2022, theCompany is continuing to explore and evaluate other strategic alternatives that may be available to the Company,including other strategic transactions, financings and debtsettlement. There can be no assurance that theexploration and review of strategic alternatives will result in atransaction. The Company does not intend to provide announcements orupdates unless or until it determines that further disclosure isappropriate or required by law.
Trading of the Company's ordinary shares on theExchange was halted in connection with theannouncement of the Proposed Transaction inaccordance with Exchange policies and remains halted as of the datehereof. The Company has applied to the Exchange to seek a resumptionof trading.
The Company also announces thatit has entered into an unsecured, non-convertible promissory note (the" Note ") to borrow CAD$20,000 (the " Loan ")from 12.64 Fund Limited Partnership (the " 12.64 Fund "), anentity which holds more than 10% of the outstanding ordinary shares ofthe Company. The Loan has a term expiring on the earlier of: (i) March29, 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 proceedsof the Loan will be used for short term general working capitalpurposes.
Given the shareholdings of 12.64 Fund as noted above,the Loan is considered a "related party transaction" underTSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of MinoritySecurityholders in Special Transactions (" MI61-101 "). The Company is relying on theexemptions from the valuation and the minority shareholder approvalrequirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fairmarket value of the Loan does not exceed 25% of the Company's marketcapitalization as determined in accordance with MI 61-101, as well asthe exemption in subsection 5.7(f) of MI 61-101. The Loan has beenprovided on reasonable commercial terms that are not less advantageousto the Company than if it 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 other strategic alternatives, including otherstrategic transactions, financings and debt settlement and theexpectation regarding resumption in trading.
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. Furthermore, given thatdiscussions to negotiate and complete the Proposed Transaction havenow terminated, and the parties have determined not to pursue theProposed Transaction, the terms of the HOA should not be taken asindicative of the terms of any future deal with any other party withrespect to any other strategic transaction, business combination,reverse takeover, or similar transaction or with respect to anyfinancing (any such transaction, an " AlternativeTransaction "), andinvestors should not place undue reliance on any such plans orproposals unless definitive terms have been disclosed in a subsequentpress release, and subject to the terms and conditions describedtherein. The Company does not have any binding agreement with anyparty with respect to any such planned transaction, and there is noguarantee the Company will be able to complete any such AlternativeTransaction or what the terms would be. The Company will requirefurther capital, and in light of the current status of credit andequity markets, there is a substantial risk that the Company will notbe able to complete such transactions or upon terms satisfactory tothe Company. The Company's business, to the extent its re-evaluatingits business plans and product offerings, remains subject to the risksidentified in the Company's listing application dated November 15,2021 available under the 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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