RABI:CC - AdRabbit Limited Provides Updates to Convertible Loan Financing and Second Bi-Weekly MCTO Status Update
(TheNewswire)
Vancouver, BritishColumbia – TheNewswire - May 31, 2023 -AdRabbit Limited (TSXV:RABI) (the "Company") provides thefollowing updates:
Convertible Loan Financing
The Company has determined to end the distribution, andwill not complete any further closings, under its previously announcednon-brokered private placement of unsecured, convertible loans of upto US$700,000 principal amount (the “ Offering ”). Assuch, the Company will seek final approval from the TSX VentureExchange (“ Exchange ”) for the Offering. The Company raised US$300,000 principal amount of convertible loanunder the Offering as previously announced on April 11, 2023 and April10, 2023.
Bi-weekly MCTO Status Update
The Company is also providing a bi-weekly defaultstatus update in accordance with National Policy 12-203 – Management Cease TradeOrders (“ NP 12-203 ”).
After the initial default announcement on April 19,2023 (the “ DefaultAnnouncement ”), the Company made anapplication to its principal regulator, the British ColumbiaSecurities Commission (“ BCSC ”) under the NP 12-203 requesting that amanagement cease trade order (the “ MCTO ”) be imposedas it was anticipated that it will not file its audited financialstatements for its fiscal year ended December 31, 2022 (the" 2022 Annual FinancialStatements "), its management's discussionand analysis relating thereto and Chief Executive Officer(“ CEO ”) and Chief Financial Officer (“ CFO ”) certificatesrelating to the 2022 Annual Financial Statements (collectively, the" Annual RequiredFilings ") before the prescribed deadline ofMay 1, 2023.
Subsequently, in the press release dated May 3, 2023,the Company announced that BCSC approved the Company’s applicationfor and granted a MCTO. The MCTO prohibits the CEO and CFO of theCompany from trading in the Company's securities for so long as theAnnual Required Filings are not filed. The issuance of such ceasetrade order does not generally affect the ability of persons who arenot directors, officers, or other insiders of the Company to trade inthe Company's securities.
The Company had previously disclosed that it expects tofile the Annual Required Filings by the end of May 2023. While theaudit is well underway, after recent discussion with its auditors, theCompany now anticipates that the Annual Required Filings will be filedby mid to end of June 2023.
As a result of the delay in completing the AnnualRequired Filings, the Company also announces that the filings of itsunaudited interim financial statements, management’s discussion andanalysis and related CEO and CFO certificates for the three-monthsended March 31, 2023 (the “ Interim Required Filings ” and together withthe Required Filings, the “ Required Filings ”), will also be delayedbeyond the filing deadline of May 30, 2023. The Company expects tofile the Interim Required Filings concurrently with the AnnualRequired Filings by mid to end of June 2023.
The MCTO will remain in effect until two full businessdays following the receipt by the BCSC of all filings that the Companyis required to make under British Columbia securities law (includingthe Required Filings).
Other than as set out herein, the Company reports thatsince the Default Announcement: (i) there is no material change to theinformation set out in the Default Announcement that has not beengenerally disclosed; (ii) there has been no failure by the Company infulfilling its stated intentions with respect to satisfying theprovisions of the alternative information guidelines set out in NP12-203; (iii) there has not been any other specified default by theCompany under NP 12-203; and (iv) there is no other material information concerning the affairs of theCompany that has not been generally disclosed.
The Company will continue to satisfy the provisions ofthe alternative information guidelines under NP 12-203 by issuingbi-weekly default status reports in the form of news releases so longas it remains in default of the filing requirements set outabove.
Proposed Rescheduling of AnnualGeneral Meeting of Shareholders
In light of the further delay in the filing of theAnnual Required Filings, the Company has consequently determined thatit must further reschedule its previously called Annual GeneralMeeting of Shareholders (the “ Meeting ”) scheduled for June 30, 2023. Therescheduling will allow the requisite financial statements to bedelivered to shareholders with the Meeting materials. The new date forthe Meeting has not been determined, but it is currently anticipatedto be called for the end of July 2023. The new date will be announcedvia the publishing of a Notice of Meeting and Record Date which willbe filed on the Company’s SEDAR profile at www.sedar.com.
For further information, pleasecontact:
Noah Hershcoviz, 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. These statements are based uponassumptions that are subject to significant risks and uncertainties.Forward-looking statements in this news release include, but are notlimited to, expectations regarding Exchange’s final approval of theOffering, plans and expectations regarding other strategic businesscombinations, transactions, or equity or debt financings, or otheroperational activities, the expected completion of the audit and thefiling of Required Filings and the expected remediation of thecontinuous disclosure default, including expected revocation of theMCTO at a future date, and the anticipated rescheduling of the Meetingand proposed date for such Meeting, as rescheduled. There are a numberof risks and uncertainties related to these forward-lookingstatements, which include, but are not limited to: further delaysrelated to the completion of the audit, lack of availability of keypersons, auditors or staff required to complete the Required Filingsby the anticipated date, and other unexpected items arising relatingto the audit, the actual results, expectations, achievements orperformance may differ materially from those anticipated and indicatedby these forward-looking statements. Although the Company believesthat the expectations reflected in forward-looking statements arereasonable, it can give no assurances that the expectations of anyforward-looking statement will prove to be correct. Except as requiredby law, the Company disclaims any intention and assumes no obligationto update or revise any forward-looking statements to reflect actualresults, whether as a result of new information, future events,changes in assumptions, changes in factors affecting suchforward-looking statements or otherwise.
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, performance,or 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 the future, as at the datethey are provided. The Company disclaims any intention or obligationto update or revise any forward-looking statements whether as a resultof new information, future events or otherwise, or to explain anymaterial difference between subsequent actual events and suchforward-looking statements, except to the extent required byapplicable law. Accordingly, investors should not place undue relianceon forward-looking statements. All the forward-looking statements areexpressly qualified by the foregoing cautionary statements.
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