Vancouver, BC - TheNewswire - April 11, 2023 - A-Labs Capital II Corp. (the “Company”) (TSXV:ALAB.P) announces that the Company and Orcanos Ltd. have mutually agreed to terminate the securities exchange agreement dated March 22, 2022, as subsequently amended (the “Definitive Agreement”), which related to the proposed acquisition by the Company of 100% of the outstanding securities of Orcanos which would have constituted the Qualifying Transaction of the Company (the “Transaction”) under the policies of the TSX Venture Exchange (the “Exchange”).

Completion of the Transaction was conditional on the parties completing a financing of at least US$2,500,000. Due to market conditions, the parties have not been able to complete the minimum financing. After extending the proposed completion date of the Transaction multiple times to allow for conditions to improve, the parties have determined that further extensions are not in the best interest of the respective parties.

The board of directors of the Company is considering the options available to the Company following the termination of the Transaction and further details will be provided in a subsequent news release. The Company also intends to apply to the Exchange for a resumption of trading of the common shares of the Company.

The Company is a Capital Pool Company under Policy 2.4 – Capital Pool Companies of the Exchange and has not commenced commercial operations or has any assets other than cash. The Company will continue to pursue and evaluate other businesses and assets with a view of completing a Qualifying Transaction, as such term is defined under the policies of the Exchange.

For further information, please contact:

 

Doron Cohen, CEO and Director of the Company

Email: doron@alabs.co

Telephone number: 972-545-224-017

 

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. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, management’s intention to apply for resumption of trade of the Company’s shares, management’s plan to issue further updating prese release(s) and management’s intention to continue to pursue target(s) in view of completing a qualifying transaction. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the proposed resumption of trading, the timing and receipt of all applicable regulatory and corporate approvals, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.