AdRabbit Limited Provides Update Regarding Board and Audit Committee Composition and Status of Resumption of Trading
Vancouver, British Columbia – TheNewswire - March 3, 2023 - AdRabbit Limited (TSXV:RABI) (the "Company") announces that, further to its press release dated February 27, 2023, the TSX Venture Exchange ("Exchange") has today issued a bulletin for the resumption of trading of the ordinary shares of the Company. The ordinary shares of the Company will resume trading on the Exchange on Tuesday, March 7, 2023.
In addition, the Exchange has requested that the Company provide further clarification regarding its board and audit committee composition. In connection with the previously announced board resignations and replacements, the current board and audit committee composition (as a result of the vacancies created thereby) does not meet the independence requirements of sections 5.1 and 21(b) of Exchange Policy 3.1 – Directors, Officers, Other Insiders & Personnel and Corporate Governance. As previously announced, the Company is searching for 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.
The Company currently plans to fulfill the Exchange requirements with respect to the board and audit committee composition by the Company's next annual general meeting of shareholders, which is proposed to be held on or around May 31, 2023. Until such time, the Company is relying on an exemption under section 6.1.1(4) of MI 52-110 with respect to the composition of its audit committee, which provides that the board may fill a vacancy in the audit committee with a director who is otherwise not independent (by virtue of being an executive officer) until the later of the Company's next annual meeting or 6 months from the date of the vacancy.
For further information, please contact:
Max Bluvband, 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. 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 expectation to identify appropriate additional director candidates; the expectation that the annual general meeting will be held on the proposed date, and the expectation regarding resumption in trading.
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 explore and evaluate other strategic alternatives, including other 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, the Company's ability to remain attractive, economic or other conditions, its ability to reduce expenses and manage debt so as to remain attractive for potential strategic alternatives, including other strategic transactions, financings and debt settlement. In addition, there is no guarantee or assurance that the Company's ordinary shares will resume trading, that it will be able to identify appropriate additional director candidates, and that the annual general meeting will be held on the proposed date. 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.