AdRabbit Limited Provides Updates to Convertible Loan Financing and Second Bi-Weekly MCTO Status Update
Convertible Loan Financing
The Company has determined to end the distribution, and will not complete any further closings, under its previously announced non-brokered private placement of unsecured, convertible loans of up to US$700,000 principal amount (the “Offering”). As such, the Company will seek final approval from the TSX Venture Exchange (“Exchange”) for the Offering. The Company raised US$300,000 principal amount of convertible loan under the Offering as previously announced on April 11, 2023 and April 10, 2023.
Bi-weekly MCTO Status Update
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 (“CEO”) and Chief Financial Officer (“CFO”) certificates relating to the 2022 Annual Financial Statements (collectively, the "Annual 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 CEO and CFO of the Company from trading in the Company's securities for so long as the Annual 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.
The Company had previously disclosed that it expects to file the Annual Required Filings by the end of May 2023. While the audit is well underway, after recent discussion with its auditors, the Company now anticipates that the Annual Required Filings will be filed by mid to end of June 2023.
As a result of the delay in completing the Annual Required Filings, the Company also announces that the filings of its unaudited interim financial statements, management’s discussion and analysis and related CEO and CFO certificates for the three-months ended March 31, 2023 (the “Interim Required Filings” and together with the Required Filings, the “Required Filings”), will also be delayed beyond the filing deadline of May 30, 2023. The Company expects to file the Interim Required Filings concurrently with the Annual Required Filings by mid to end of June 2023.
The MCTO will remain in effect until two full business days following the receipt by the BCSC of all filings that the Company is required to make under British Columbia securities law (including the Required Filings).
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.
Proposed Rescheduling of Annual General Meeting of Shareholders
In light of the further delay in the filing of the Annual Required Filings, the Company has consequently determined that it must further reschedule its previously called Annual General Meeting of Shareholders (the “Meeting”) scheduled for June 30, 2023. The rescheduling will allow the requisite financial statements to be delivered to shareholders with the Meeting materials. The new date for the Meeting has not been determined, but it is currently anticipated to be called for the end of July 2023. The new date will be announced via the publishing of a Notice of Meeting and Record Date which will be filed on the Company’s SEDAR profile at www.sedar.com.
For further information, please contact:
Noah Hershcoviz, Interim CEO and Director of the Company
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. 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’s final approval of the Offering, plans and expectations regarding other strategic business combinations, transactions, or equity or debt financings, or other operational activities, 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, and the anticipated rescheduling of the Meeting and proposed date for such Meeting, as rescheduled. There are a number of risks and uncertainties related to these forward-looking statements, which include, but are not limited to: 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.