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AdRabbit Limited Announces Appointment of New Director, Changes to Audit Committe and Provides Bi-Weekly MCTO Status Update

AdRabbit Limited

Vancouver, BC - TheNewswire - May 17, 2023 - AdRabbit Limited (TSXV:RABI) (the "Company") is pleased to announce the appointment of Mr. Fred Leigh to the board of directors, subject to TSX Venture Exchange (the “Exchange”) approval. Mr. Leigh will also join the audit committee of the Company, filling the vacancy left by the resignation of Shahar Hajdu as a director of the Company.


Mr. Leigh has been involved in the investment industry for over 40 years and has had a significant role as a founder, director, and investor in numerous public and private companies. Mr. Leigh is also the founder and President of VC7K Capital Inc., a privately held company which has invested in early and advanced-stage opportunities in the Resources/Tech/Industrial sectors for over 32 years.


Following the director changes noted above, the Company's current directors are: Noah Hershcoviz, Moshe Cohen, Daniel-Paul Corsello, and Fred Leigh. In addition, following the Company's press release on April 26, 2023, which announced the resignations of Max Bluvband and Shahar Hajdu as directors and officers, the audit committee of the Company will now be composed of: Mr. Noah Hershcoviz, Mr. Daniel-Paul Corsello, and Mr. Fred Leigh.


The Company is also providing a bi-weekly default status update in accordance with National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”).


After the initial default announcement on April 19, 2023 (the “Default Announcement”), the Company made an application to its principal regulator, the British Columbia Securities Commission (“BCSC”) under the NP 12-203 requesting that a management cease trade order (the “MCTO”) be imposed as it was anticipated that it will not file its audited financial statements for its fiscal year ended December 31, 2022 (the "2022 Annual Financial Statements"), its management's discussion and analysis relating thereto and Chief Executive Officer and Chief Financial Officer certificates relating to the 2022 Annual Financial Statements (collectively, the "Required Filings") before the prescribed deadline of May 1, 2023.


Subsequently, in the press release dated May 3, 2023, the Company announced that BCSC approved the Company’s application for and granted a MCTO. The MCTO prohibits the chief executive officer and chief financial officer of the Company from trading in the Company's securities for so long as the Required Filings are not filed. The issuance of such cease trade order does not generally affect the ability of persons who are not directors, officers, or other insiders of the Company to trade in the Company's securities.


Other than as set out herein, the Company reports that since the Default Announcement: (i) there is no material change to the information set out in the Default Announcement that has not been generally disclosed; (ii) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been any other specified default by the Company under NP 12-203; and (iv) there is no other material information concerning the affairs of the Company that has not been generally disclosed.


The Company will continue to satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases so long as it remains in default of the filing requirements set out above.


For further information, please contact:


Noah Hershcoviz, Interim CEO and Director of the Company


Telephone: (604) 283-6110



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, expectations regarding Exchange approval of Mr. Leigh’s appointment to the board of directors, the expected completion of the audit and the filing of Required Filings and the expected remediation of the continuous disclosure default, including expected revocation of the MCTO at a future date. There are a number of risks and uncertainties related to these forward-looking statements, which include, but are not limited to: Mr. Leigh’s appointment as a director, further delays related to the completion of the audit, lack of availability of key persons, auditors or staff required to complete the Required Filings by the anticipated date, and other unexpected items arising relating to the audit, 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.


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.