Non-Convertible Loan

 

Vancouver, British Columbia – TheNewswire – March 7, 2025 - A-Labs Capital II Corp. (the "Company") (TSX-V: ALAB.P) announces that it has agreed to borrow up to an aggregate of C$10,000 (the “Loan”) from A-Labs Finance & Advisory Ltd., a company controlled by Doron Cohen (the “Lender”). The Loan is non-convertible and unsecured, has a term expiring on February 18, 2026, and bears interest at a rate of 15% per annum. The accrued interest is payable on maturity. The net proceeds of the Loan will be used for general, administrative, and working capital purposes.

 

Disclosure Required under MI 61-101

 

The Lender 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 they 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.

 

Change of Auditors

 

The Company is announcing that RSM Canada LLP (the “Former Auditor”) has resigned as auditors of the Company effective February 25, 2025. The Company requested the resignation of the Former Auditor as auditor for the Company, and the change has been approved by the Company’s Audit Committee and the Board of Directors (“Change of Auditor”). The Company has appointed and engaged PKF Antares Professional Corporation, Chartered Professional Accountants (the “Successor Auditor”), as auditors for the Company effective February 25, 2025.

 

There were no reservations in the Former Auditor’s reports for any period for which an audit report was issued preceding the date of the Former Auditor’s resignation. There are no reportable events, including disagreements, consultations, or unresolved issues as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) (Part 4.11) between the Company and the Former Auditor.

 

In accordance with NI 51-102, the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Company’s Audit Committee and its Board of Directors and have been filed on www.sedarplus.ca.

  

For further information on the Company, please contact:

 

Doron Cohen, CEO and Director of the Company

Email: doron@alabs.co

Telephone number: 972-545-224-017

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 a resumption of trading and regarding use of proceeds of the Loans.

 

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 ability of the Company to address the requirements of the TSX Venture Exchange for a resumption of trading, including the ability to raise additional capital or otherwise manage liabilities and expenses and meet other listing requirements; 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 their control and there is no assurance that they will prove to be correct.

 

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.