VANCOUVER, BC, May 8, 2024
/CNW/ - AdRabbit Limited (the "Company") (TSXV:
RABI) announces that they are not able to file their annual
financial statements, accompanying management's discussion and
analysis ("MD&A") and related CEO and CFO certifications
for the financial year ended December 31,
2023 (collectively, the "2023 Annual Financial
Statements"), within the period prescribed for the filing of
such documents under Parts 4 and 5 of National Instrument 51-102 -
Continuous Disclosure Obligations and pursuant to National
Instrument 52-109 - Certification of Disclosure in Issuers'
Annual and Interim Filings, namely within 120 days of
year-end.
Despite their efforts, the Company is not currently in a
position to timely file the 2023 Annual Financial Statements,
primarily due to its difficulty in raising capital to pay its
auditors, because of challenging market conditions. The Company has
been noted a default by the British Columbia Securities Commission
and Alberta Securities Commission. A Cease Trade Order was issued
by the British Columbia Securities Commission on May 6, 2024.
Appointment of New Director
The Company is pleased to announce the appointment of Sarwar
"Sazz" Nasimi to the Company's Board of Directors (the
"Board"), effective March 31,
2024.
Mr. Nasimi's appointment as a director of the Company shall be
until the next annual general meeting of the Company's
shareholders, when his continuation as a director shall be subject
to nomination and election by the Company's shareholders. Mr.
Nasimi's appointment is subject to regulatory approval and the
filing and clearing of a personal information form with the TSX
Venture Exchange.
Biography of Sazz Nasimi
Sazz Nasimi is a highly skilled commercial litigation and
insolvency lawyer in the Melbourne
office of Moray & Agnew with a proven record of delivering
results on the most complex of matters. In addition to his
insolvency work, Mr. Nasimi also has substantial experience in
commercial disputes in both state and federal jurisdictions and is
regularly called to advise liquidators, company directors and
corporations in various commercial disputes. Throughout his career,
Mr. Nasimi has been involved in numerous high-profile commercial
disputes including having acted for individuals and corporations in
corporate and personal insolvency; landlords and tenants in Retail
Leasing disputes; individual and corporations in matter pertaining
to breach of director's duties; misleading and deceptive conduct
and shareholders in shareholder oppression matters.
About AdRabbit
AdRabbit develops an AI-based advertising and marketing platform
for small and medium companies that enables them to run automated
large-scale advertising and marketing campaigns both online and on
social media, including top-tier networks such as Facebook, Google,
and TikTok. The AdRabbit platform provides the complete advertising
cycle, from ad design and creation, budget and channel
recommendations, analytics, and campaign management, to the lead
funnel. The AdRabbit platform integrates directly with e-commerce
sites such as Shopify and WooCommerce and is accessible as a mobile
application on iOS and Android.
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.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities under the
Concurrent Financing in the United
States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws
and may not be offered or sold within the
United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
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 2023 Annual
Financial Statements and the expected remediation of the continuous
disclosure default, including the expected revocation of the Cease
Trade Order at a future date. 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.
SOURCE AdRabbit Limited
