Vancouver, British Columbia – TheNewswire - April 11, 2023 - AdRabbit Limited (TSXV:RABI) (the “Company”) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement offering (the “Offering”) of unsecured convertible loans. The first closing of US$300,000 principal amount of convertible loan (“Convertible Loan”) was completed pursuant to the terms and conditions of an Amended and Restated Convertible Loan Agreement (the “Amended Loan Agreement”) between the Company and 12.64 Fund Limited Partnership (“12.64”). The terms and conditions of the Amended Loan Agreement and the Offering are disclosed in the press release of the Company dated April 10, 2022. Other than the Amended Loan Agreement with 12.64, at this time, the Company has not entered into any further loan agreements under the Offering with other potential lenders, and there is no assurance that additional amounts will be raised under the Offering.

The Offering, including the terms of the Amended Loan Agreement, received the conditional acceptance of the TSX Venture Exchange (the “Exchange”) prior to this closing, but is subject to the final acceptance of the Exchange. All securities issued pursuant to the Offering are subject to a statutory four month hold period from their date of issuance, expiring August 12, 2023.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

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 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: expected completion of additional tranches of the Offering; the expectations regarding application or receipt of regulatory and shareholder approvals; and plans and expectations regarding other strategic business combinations, transactions, or equity or debt financings, or other operational activities.

These statements are based upon factors and assumptions that are subject to significant risks and uncertainties. Such factors, risks and assumptions include, but are not limited to: the ability of the Company to receive regulatory, Exchange and shareholder approval, as required, in connection with the completion of additional loans under the Offering; the closing of any further amounts, if any, under the Offering, and the conversion, if any, of loans under the Offering in accordance with its terms; a steady improvement in the global financial markets and other general economic factors; the Company being unable to use the proceeds of the Offering as described, or the proceeds being insufficient for the Company’s purposes; the Company’s ability to identify and/or negotiate  strategic transactions on acceptable terms;  the Company’s operations and overall financial performance; no changes in the competitive environment or legal or regulatory developments affecting its business; the Company’s ability to mitigate inflationary pressures; the Company’s 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 the Company’s 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.

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.