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TORONTO, May 7, 2020 /CNW/ - ADL Ventures Inc. (TSX-V:
AVI) ("ADL" or the "Corporation") has postponed
filing its first quarter financial statements and management's
discussion and analysis for the period ended March 31, 2020 (the "First Quarter Financial
Information"), due to delays caused by the COVID-19
pandemic.
ADL is relying on exemptive relief granted by Canadian
securities regulatory authorities that allows it to delay the
filing of its First Quarter Financial Information required by
sections 4.4 and 5.1(2) of National Instrument 51-102 by
June 1, 2020. In response to the
coronavirus pandemic, securities regulatory authorities in
Canada have granted a blanket
exemption allowing issuers an additional 45 days to complete their
regulatory filings.
ADL estimates that its First Quarter Financial Information, and
associated certificates will be available for filing at its
earliest opportunity, which is expected to occur on or before
June 30, 2020. Until such time as
these documents are filed, ADL's management and other insiders are
subject to a trading blackout that reflects the principles
contained in section 9 of National Policy 11-207 --
Failure-to-File Cease Trade Orders and Revocations in Multiple
Jurisdictions.
There have been no material business developments since the date
of the last interim financial statements, filed on February 18, 2020, which are available on SEDAR
at www.sedar.com.
About ADL Ventures Inc.
ADL Ventures Inc. is a capital pool company. The Company's
principal business activity is to identify and evaluate
opportunities for acquisition of assets or business. The Company
was incorporated under the Business Corporations Act (British Columbia) on February 27, 2018, and is headquartered in
Toronto, Ontario.
ADL entered into a definitive Securities Exchange Agreement
dated March 5, 2020 (the "SEA") with
Real Technology Broker Ltd. ("Real") a private company incorporated
under the laws of Israel, whereby
ADL will acquire all of the issued and outstanding securities of
Real to ultimately form the resulting issuer (the "Resulting
Issuer") who will continue on the business of Real (the
"Transaction"), subject to the terms and conditions outlined below.
The company continues to work with Real to obtain TSXV approval for
the qualifying transaction and will provide further updates in due
course.
Real, is a technology driven national real estate brokerage
platform primarily operating in the
United States through a network of approximately 1,100
agents. Real has a unique operational model providing teams and
agents freedom, flexibility, success tools, long term security and
a sense of community to build their reputations and professional
assets with the help of a leading edge digital platform built from
the ground up for their success.
Cautionary Note
As noted above, completion of the Transaction is subject to
receipt of all requisite regulatory, stock exchange, court or
governmental approvals, authorizations and consents, approval of
the shareholders of ADL and Real (as applicable). Where applicable,
the Transaction cannot close until the required approvals have been
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
continuous disclosure document containing full, true and plain
disclosure regarding the Transaction, required to be filed with the
securities regulatory authorities having jurisdiction over the
affairs of the Company, any information released or received with
respect to the Transaction may not be accurate or complete and
should not be relied upon. The trading in the securities of ADL on
the Exchange, should be considered highly speculative. Trading in
the common shares of the Company is presently halted and is
expected to remain halted pending closing of the Transaction. While
halted, the common shares of the Company may only trade upon
Exchange approval and the filing of required materials with the
Exchange as contemplated by Exchange policy.
Forward Looking Information
Although the Company believes, in light of the experience of its
officers and directors, current conditions and expected future
developments and other factors that have been considered
appropriate that the expectations reflected in this forward-looking
information are reasonable, undue reliance should not be placed on
them because the Company can give no assurance that they will prove
to be correct. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information.
The forward-looking statements and information in this press
release include information relating to the business plans of ADL
and Real, the Transaction (including Exchange approval, court
approval, and the closing of the Transaction), the board of
directors and management of the Resulting Issuer upon completion of
the Transaction and the Brokered Private Placement. Such statements
and information reflect the current view of ADL and/or Real,
respectively. Risks and uncertainties that may cause actual results
to differ materially from those contemplated in those forward
looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks: (i) there is no assurance that ADL and Real will
obtain all requisite approvals for the Transaction, including the
approval of their respective shareholders (as applicable), the
approval of the Exchange for the Transaction (which may be
conditional upon amendments to the terms of the Transaction) or
court approval of the Transaction; (ii) there is no assurance the
Brokered Private Placement will be completed as contemplated or at
all; (iii) following completion of the Transaction, the Resulting
Issuer may require additional financing from time to time in order
to continue its operations and financing may not be available when
needed or on terms and conditions acceptable to the Resulting
Issuer; (iv) new laws or regulations could adversely affect the
Resulting Issuer's business and results of operations; and (v) the
stock markets have experienced volatility that often has been
unrelated to the performance of companies. These fluctuations may
adversely affect the price of the Resulting Issuer's securities,
regardless of its operating performance. There are a number of
important factors that could cause ADL's and Real's actual results
to differ materially from those indicated or implied by
forward-looking statements and information. Such factors include,
among others: currency fluctuations; limited business history of
ADL; disruptions or changes in the credit or security markets;
results of operation activities and development of projects;
project cost overruns or unanticipated costs and expenses, and
general market and industry conditions. The terms and conditions of
the Qualifying Transaction may be based on the Company's due
diligence and the receipt of tax, corporate and securities law
advice for both the Company and Real. The Company undertakes no
obligation to comment on analyses, expectations or statements made
by third parties in respect of the Company, Real, their securities,
or their respective financial or operating results (as
applicable).
ADL cautions that the foregoing list of material factors is not
exhaustive. When relying on ADL's forward-looking statements and
information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. ADL has assumed that the material factors
referred to in the previous paragraph will not cause such
forward-looking statements and information to differ materially
from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no
assurance that such assumptions will reflect the actual outcome of
such items or factors. The forward-looking information contained in
this press release represents the expectations of ADL as of the
date of this press release and, accordingly, is subject to change
after such date. Readers should not place undue importance on
forward-looking information and should not rely upon this
information as of any other date. ADL does not undertake to update
this information at any particular time except as required in
accordance with applicable laws.
This press release is not an offer of the securities for sale
in the United States. The
securities have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities in any state
in which such offer, solicitation or sale would be
unlawful.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange requirements, shareholder
approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Transaction and has neither approved nor disapproved
the contents of this press release.
Neither the 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 press release.
SOURCE ADL Ventures Inc.