AdRabbit Reverse Takeover, Merger or Amalgamation? FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
AdRabbit Limited (the "Company")
Level 5, 126 Phillip Street
Sydney, NSW 2000
2. Date of Material Change
April 11, 2023
3. News Release
A press release disclosing the material change was released on April 11, 2023, through the facilities
of TheNewswire.
4. Summary of Material Change
The Company announced that it has closed the first tranche of its previously announced non-
brokered private placement offering (the “Offering”) of unsecured convertible loans. The first
closing of US$300,000 principal amount of convertible loan (“Convertible Loan”) was completed
pursuant to the terms and conditions of an Amended and Restated Convertible Loan Agreement
(the “Amended Loan Agreement”) between the Company and 12.64 Fund Limited Partnership
(“12.64”). Other than the Amended Loan Agreement with 12.64, at this time, the Company has not
entered into any further loan agreements under the Offering with other potential lenders, and there
is no assurance that additional amounts will be raised under the Offering.
5. Full Description of Material Change
A full description of the material change is fully described in the Company's press release dated
April 11, 2023 and the Company’s press release dated April 10, 2023 which are attached hereto as
Schedule “A” and incorporated herein.
The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.
(a) a description of the transaction and its material terms:
The Company received an unsecured convertible loan in the principal amount of
US$300,000 from 12.64 pursuant to the terms of the Amended Loan Agreement. Unless
earlier converted, the outstanding principal amount will mature 12 months following the
advance of funds. The Convertible Loan bears interest at an annual rate of 6% and will be
payable on the maturity date or upon Conversion (as defined below).
The principal amount under the Amended Loan Agreement will be automatically converted
(“Conversion”) into ordinary shares of the Company immediately prior to the completion
of specified events (each, a “Conversion Event”), including a reverse takeover, merger or
amalgamation, arrangement, share exchange or similar transaction involving the Company
and another person, or a sale of all or substantially all of the assets of the Company. A
Conversion Event does not include a transaction where the holders of voting securities of
the Company immediately prior to such transaction hold at least 50% of the voting control
or direction in such merged, arranged, amalgamated, reorganized or other continuing entity
immediately following the completion of such transaction.
.