Vancouver, British Columbia – TheNewswire - March 15, 2023 - AdRabbit Limited (TSXV:RABI) (the "Company") announces that it has entered into an unsecured, non-convertible promissory note (the "Note") to borrow US$60,000 (the "Loan") from 12.64 Fund Limited Partnership. The Loan has a term expiring on the earlier of: (i) May 30, 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 net proceeds of the Loan will be used for general and administrative expenses and working capital purposes.

Disclosure Required under MI 61-101

12.64 Fund Limited Partnership is considered a “related party” of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As a result, the Loan is considered to be a “related party transaction” as such term is defined by MI 61-101, requiring the Company, in the absence of exemptions, to obtain a formal valuation of, and minority shareholder approval of, the “related party transaction”. 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 provided for in subsection 5.7(f) of MI 61-101 given that the Loan is not convertible into equity. 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

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: plans and expectations regarding use of proceeds of the Loan.

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 repay the Loan or explore and evaluate 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, economic and other conditions, the Company’s ability to reduce expenses and manage debt so as to remain attractive for potential strategic alternatives, including other strategic transactions, financings and debt settlement. 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.