Vancouver, British Columbia – TheNewswire - April 26, 2023 - AdRabbit Limited (TSXV:RABI) (the "Company") announces the departure of Mr. Max Bluvband as Chief Executive Officer and director of the Company and Mr. Shahar Hajdu as Chief Technology Officer and director of the Company, who are leaving their roles with the Company to pursue other opportunities. Messrs. Bluvband and Hajdu will remain engaged by the Company to act as non-management consultants and assist with continuous disclosure, administrative and remaining operational matters.

The Company has appointed Mr. Noah Hershcoviz, current director and chairman of AdRabbit board of directors, as interim Chief Executive Officer of the Company, and Mr. Daniel-Paul Corsello as an independent Australian resident director of the Company. Such new appointments are subject to TSX Venture Exchange (the “Exchange”) approval.

Following the management and director changes noted above, the current directors and officers of the Company are: Noah Herscovici (Interim Chief Executive Officer, Chairman and Director), Gidi Krupnik (Chief Financial Officer), Moshe Cohen (Director) and Daniel-Paul Corsello (Director).

Mr. Hershcoviz is a managing partner at A-Labs Finance and Advisory Ltd., a private Israeli-based financial and capital markets advisory firm. Mr. Hershcoviz is a finance and business specialist to companies in varying industries and has experience leading and executing complex transactions such as financings, reverse takeovers and M&A, including go-public transactions on the TSX Venture Exchange and NASDAQ.

Mr. Corsello is a corporate advisor with Golden Venture Capital based in Melbourne, Australia, which provides consulting services for technology companies relating to, among other things, capital raising, strategic direction, M&A, marketing and growth strategies, and commercial partnerships. Mr. Corsello was formerly the founder and managing director of Endless Solutions Cosmetic Surgery based in Port Melbourne, Victoria, Australia, a chain of clinical cosmetic clinics which included surgeons, doctors, specialists, and professional support.

As previously announced, including as detailed in its press release dated December 9, 2022, the Company has paused further development and proposed rollout of its AdRabbit standalone marketing app (the “AdRabbit App”) and, while it maintains its existing legacy Appsvillage software-as-a-service product (“AppsVillage Platform”), the Company has significantly reduced spending in development, marketing, customer acquisition and operations and is focusing on seeking potential business combinations, reverse takeover and similar transactions with other operational businesses. The Company does not expect to resume development of its AdRabbit App and expects to experience continued churn and phasing out of the remaining customer subscriptions for its legacy AppsVillage Platform as such customers’ subscription terms come to an end and are not renewed. In light of the reduced business activities of the Company, the Company believes that the reduced roles of Mr. Bluvband and Mr. Hajdu as non-management consultants to the Company will be sufficient to support the current activities of the Company, with Mr. Hershcoviz transactional experience being relevant as the Company continues to evaluate and negotiate potential reverse takeover and similar transactions. Additional details will be included in the Company’s management’s discussion and analysis for its fiscal year ended December 31, 2022, which will be available on the Company SEDAR profile at a later date, currently expected for end of May 2023.

Other Updates

As previously announced, the Company has been searching for two additional directors to be appointed to the board to ensure compliance with the Exchange’s independence requirements and to satisfy Australian residency requirements under Australian corporate law. Mr. Corsello is an Australian resident and independent member of the board of directors of the Company. In addition to Mr. Corsello, at this time, the Company continues to seek another director to satisfy the residency and independence requirements. The Company is hoping to identify such additional candidate by its next annual general meeting of shareholders (“2023 AGM”).

As previously announced in its press release dated April 19, 2023, the Company does not expect to file its audited financial statements for its fiscal year ended December 31, 2022, and related MD&A and accompanying documents (the “Annual Filings”) before the prescribed deadline of May 1, 2023. The Company expects to file the Annual Filings by the end of May 2023.

In light of the foregoing delay in the Annual Filings and given that the Company is currently seeking an additional director candidate as noted above, the Company expects to postpone its 2023 AGM, originally scheduled for May 31, 2023, to June 30, 2023, or such other date deemed necessary by the board in light of circumstances. The Company will announce additional details and timing regarding the 2023 AGM in due course.

For further information, please contact:

Noah Herscovici, Interim CEO and Director of the Company

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 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: Exchange approval of Mr. Herscovici’s appointment as the Interim Chief Executive Officer and Mr. Corsello’s appointment as a director of the Company; expectations regarding the addition of an Australian resident and/or independent board member; the expected completion of the Annual Filings; the expected date and business of the 2023 AGM;  plans and expectations regarding the Company’s business, products, potential strategic business combinations or transactions; and the ability to continue operations.

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: the Company’s ability to obtain Exchange approval of the appointments to the board of directors and management; the Company’s ability to maintain key personnel such as directors and officers of the Company, or that existing management and directors will be sufficient for the activities of the Company and that the Company will be able to identify and attract a suitable additional director candidate; its ability to complete and file the Annual Filings; its ability to hold the 2023 AGM as planned; the Company’s ability to identify and/or negotiate strategic transactions on acceptable terms; and a steady improvement in the global financial markets and other general economic factors. 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: expectations regarding the addition of an Australian resident and/or independent board member; further delays related to the completion of Annual Filings or the completion of the 2023 AGM; the Company's ability to continue reduce expenses and manage debt so as to remain attractive for potential strategic transactions; the Company’s ability to service its debt, including its recently announced loans and convertible loans, and other payables and remain solvent or a going concern. In addition, the Company does not have any binding agreement with any party with respect to any potential strategic transaction, and there is no guarantee the Company will be able to complete any such potential strategic transactions or what the terms would be. The Company will require further capital to maintain or meet its listing, continuous disclosure and compliance requirements and to pursue potential transactions, 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.