Post by
Loony on Apr 21, 2023 9:14pm
AdRabbit Will Become A-Labs ii Capital...
https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00053620
Apr 20 2023
16:02:02 ET
Early warning report
Form 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS
Item 1 – Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of the
head office of the issuer of the securities.
This report relates to the ordinary shares (the “Shares”) of AdRabbit Limited (the “Issuer”). The Issuer’s
head office is located at: c/o Automic Group, 126 Philip St., Level 5, Sydney, Australia.
1.2 State the name of the market in which the transaction or other occurrence that triggered the
requirement to file this report took place.
Not applicable. The Issuer is listed on the TSX Venture Exchange (the “TSXV”); however, the transactions
described in this Early Warning Report were effected through a prospectus-exempt transaction. See Item
2.2.
Item 2 – Identity of the Acquiror
2.1 State the name and address of the acquiror.
12.64 Fund Limited Partnership (the “Acquiror”)
18 Duvdevan St.
Kadima, Israel 609200
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this
report and briefly describe the transaction or other occurrence.
On April 10, 2023 (the “Effective Date”), the Issuer had completed a US$300,000 convertible loan
financing with the Acquiror (the “Convertible Loan”). The Convertible Loan forms part of a larger private
placement of unsecured, convertible loans of up to a principal amount of US$700,000. The principal amount
owing under the Convertible Loan (the “Principal Amount”) will mature on the date which is 12 months
from the Effective Date. Interest on the Principal Amount outstanding will accrue at an annual rate of 6%
and will be payable at the Maturity Date or upon Conversion (as defined below).
The Principal Amount will be automatically converted (“Conversion”) into Shares immediately prior to
the completion of specified events (each, a “Conversion Event”). The Principal Amount may be converted
by the Acquiror into Shares at the greater of: (i) C$0.05 per Share; or (ii) a 50% discount to: (A) the offering
price of securities issued under the financing completed concurrently with a Conversion Event; or (B) if
there is no such concurrent financing, the deemed price per Share under a Conversion Event (the
“Conversion Price”).
At the time of Conversion, the Issuer will, at the option of the Acquiror, pay the accrued interest in cash or
convert such interest into Shares at the Conversion Price, provided that the Conversion Price with respect
to the conversion of such interest will be subject to a minimum conversion price of the Market Price (as
defined in the policies of the TSXV) at the time such interest becomes payable.
2.3 State the names of any joint actors.
Noah Hershcoviz.
Date: April 20, 2023.
12.64 FUND LIMITED PARTNERSHIP
Per: /s/ “Boaz Gorfung”
Authorized Signatory
https://www.marketscreener.com/business-leaders/Boaz-Gorfung-09V2S7-E/biography/
Boaz Gorfung : Connections
MOBILESMITH, INC.
TEDEA TECHNOLOGICAL DEVELOPMENT AND AUTOMATION LTD.
B. GAON HOLDINGS LTD.
VILLAR INTERNATIONAL LTD.
K.B. RECYCLING INDUSTRIES LTD.
A-LABS CAPITAL II CORP...imo. Glta!