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Vancouver, BC – TheNewswire – April 19, 2023 – AdRabbit Limited (TSXV:RABI) (the “Company”) announced today that it expects that it will not be filing 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.
The expected delay in filing the Required Filings is principally related to the late commencement of the audit of the Annual Financial Statements and related preparation of the Required Filings due to the logistical complexity of an Australian company traded in Canada and due to the lack of immediately available funds and late payment of fees to the Company’s auditor. As previously announced on March 23, 2023, and April 10, 2023, the Company has been undertaking a convertible loan financing (the “Offering”) in order to cover, in part, the expenses relating to the completion and filing of the Required Filings. The closing of the first tranche of the Offering took longer than expected and was completed on April 11, 2023. The Company has since settled the necessary fees to its auditor and the audit has commenced. Given that the audit of the 2022 Annual Financial Statements is underway, the Company expects that the Required Filings will be filed, and the continuous disclosure default remedied by the end of May 2023.
The Company is in the process of making an application with the British Columbia Securities Commission (“BCSC“) and other applicable securities regulators under National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults (“National Policy 12-203“) requesting that a management cease trade order (the “MCTO“) be imposed in respect of this late filing. There is no guarantee or assurance that the MCTO will be granted. If the MCTO is granted, the MCTO will prohibit the chief executive officer, the chief financial officer, and possibly the directors, other officers, and other insiders of the Company from trading in securities of the Company 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.
The Company confirms that it will satisfy the provisions of the alternative information guidelines under National Policy 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:
Max Bluvband, CEO and Director of the Company
Email: [email protected]
Telephone: (604) 283-6110
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE 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 the expected completion of the audit and the filing of Required Filings and expected remediation of the continuous disclosure default, and the expectation regarding the application for and issuance of a MCTO. 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.
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.
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