AdRabbit Limited Provides Update to Proposed Reverse Takeover Transaction and Announces Related Party Loan
Vancouver, British Columbia – TheNewswire - February 27, 2023 - AdRabbit Limited (TSXV:RABI) (the "Company") announces the termination of discussions and negotiations regarding the proposed reverse takeover transaction (“Proposed Transaction”) with Sanolla Ltd. ("Sanolla"). As previously announced by the Company in its press release dated December 9, 2022, the Company had been continuing negotiations with Sanolla following the termination of the heads of agreement (the "HOA") dated August 18, 2022 between the Company and Sanolla, which negotiations have now terminated and the parties have determined not to pursue the Proposed Transaction.
As previously announced on December 9, 2022, the Company is continuing to explore and evaluate other strategic alternatives that may be available to the Company, including other strategic transactions, financings and debt settlement. There can be no assurance that the exploration and review of strategic alternatives will result in a transaction. The Company does not intend to provide announcements or updates unless or until it determines that further disclosure is appropriate or required by law.
Trading of the Company's ordinary shares on the Exchange was halted in connection with the announcement of the Proposed Transaction in accordance with Exchange policies and remains halted as of the date hereof. The Company has applied to the Exchange to seek a resumption of trading.
The Company also announces that it 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"), an entity which holds more than 10% of the outstanding ordinary shares of the Company. The Loan has a term expiring on the earlier of: (i) March 29, 2023; and (ii) the completion by the Company of an equity financing of a minimum of $250,000. The principal amount of the Loan under the Note bears interest at a rate of 3% per annum. The proceeds of the Loan will be used for short term general working capital purposes.
Given the shareholdings of 12.64 Fund as noted above, the Loan is considered a "related party transaction" under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and the minority shareholder approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Loan does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101, as well as the exemption in subsection 5.7(f) of MI 61-101. The Loan has been provided on reasonable commercial terms that are not less advantageous to the Company than if it were obtained from an arm's length party.
The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Loan, which the Company deems reasonable in the circumstances in order to close the Loan transaction in an expeditious manner.
For further information, please contact:
Max Bluvband, CEO and Director of the Company
Telephone: (604) 283-6110
NEITHER THE TSX VENTURE EXCHANGE INC. NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future events, plans, prospects, business, and financial performance, and often contain 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 other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding: plans and expectations regarding other strategic alternatives, including other strategic transactions, financings and debt settlement and the expectation regarding resumption in trading.
These statements are based upon factors and assumptions that are subject to significant risks and uncertainties. Such factors and assumptions include, but are not limited to: a steady improvement in 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 settlement on acceptable terms; its operations and overall financial performance; no changes in the competitive environment or legal or regulatory developments affecting its business; its ability to mitigate inflationary pressures; its ability to manage its liabilities and expenses, including its ability to negotiate acceptable deferral or settlement with its current or future vendors and creditors; and its ability to maintain key personnel such as directors and officers of the Company. While the Company considers these expectations and assumptions to be reasonable, many expectations and assumptions are based on factors and events that are not within its control and there is no assurance that they will prove to be correct.
There are a number of risks related to these forward-looking statements, which include, but are not limited to, the Company's ability to remain attractive, economic or other conditions, its ability to reduce expenses and manage debt so as to remain attractive for potential strategic alternatives, including other strategic transactions, financings and debt settlement. In addition, there is no guarantee or assurance that the Company's ordinary shares will resume trading. Furthermore, given that discussions to negotiate and complete the Proposed Transaction have now terminated, and the parties have determined not to pursue the Proposed Transaction, the terms of the HOA should not be taken as indicative of the terms of any future deal with any other party with respect to any other strategic transaction, business combination, reverse takeover, or similar transaction or with respect to any financing (any such transaction, an "Alternative Transaction"), and investors should not place undue reliance on any such plans or proposals unless definitive terms have been disclosed in a subsequent press release, and subject to the terms and conditions described therein. The Company does not have any binding agreement with any party with respect to any such planned transaction, and there is no guarantee the Company will be able to complete any such Alternative Transaction or what the terms would be. The Company will require further capital, and in light of the current status of credit and equity markets, there is a substantial risk that the Company will not be able to complete such transactions or upon terms satisfactory to the Company. The Company's business, to the extent its re-evaluating its business plans and product offerings, remains subject to the risks identified 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 attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future, as at the date they are provided. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.