Strategic Review Update, Proposed Relief Financing & Appointment to Advisory Board

(TheNewswire)

Calgary, Alberta / TheNewswire / February 21, 2019 – Labrador Technologies Inc. ("Labrador" or the "Company") (TSXV: "LTX") wishes to provide the following update regarding the previously announced strategic review and next steps.

The Board continues to assess its strategic alternatives, current impediments to growth and actionable measures.  The current exploration process has confirmed a need for the Board to pursue initiatives to restructure the Company’s current debt levels, actively engage near term opportunities to monetize current assets and to explore corporate recapitalization options in connection with future investment opportunities.

In this respect, the Board wishes to announce the appointment of Mr. Dave Posner to Labrador’s Advisory Board.

Mr. Posner is presently a director and the Co-Chair of the Board of Directors for Nutritional High International Inc. (CSE: EAT) ("Nutritional"). Previously, Mr. Posner served as President and CEO of Nutritional from 2014 to 2016.  Mr. Posner was responsible for bringing "Hempen Gold", the first hemp-infused beer, to Canada.  In addition, he has imported and created marketing and branding initiatives for various other alcoholic products in Canada.  Mr. Posner is also presently the Chairman of the Board of Directors for Aura Health Inc. (CSE: BUZZ), a medicinal cannabis company based in Israel and Chairman of the Board of Directors for Digicrypts Blockchain Solutions. Previously, Mr. Posner was the acquisitions manager for Stonegate Properties Inc. where he managed real estate properties and brokered deals in Canada and Oklahoma.

Given the rapidly evolving and competitive cannabis landscape, the Board is seeking to rationalize go-forward expenditures on the Cannaverse App and is fortunate to have Mr. Posner join the Advisory Board to provide guidance, context and perspective in this growth sector.

Unit Private Placement 

The Company announces a proposed non-brokered private placement financing for up to a maximum of 20,000,000 units (the "Units") at a price of $0.01 per Unit, for aggregate gross proceeds of up to a maximum of $200,000 (the "Offering"). Each Unit will consist of one common share ("Share") and one half (1/2) of one common share purchase warrant ("Warrant"). Each whole Warrant entitles the holder thereof to purchase one Share at an exercise price of $0.05 for a period of two (2) years from the date of closing of the Offering.

The Offering is being made pursuant to the grant of a "discretionary waiver" of the TSX Venture Exchange's ("TSXV") $0.05 minimum pricing requirements, pursuant to the TSXV's bulletin dated April 7, 2014, and is subject to acceptance of the TSXV.

None of the proceeds of the Private Placement will be used to compensate, settle indebtedness with or otherwise satisfy obligations to Related Parties of the Issuer. The principal purpose of the proceeds of the Private Placement will be to maintain and preserve the Labrador’s existing operations, activities and assets and is expected to be used as follows:

Convertible Debenture Offering

The Company also announces a proposed non-brokered private placement financing of convertible secured debentures (the "Debentures") for aggregate gross proceeds to the Company of up to $500,000 (the "Debenture Offering"). The Debentures will have a maturity date of 24 months from the date of issue (the "Maturity Date"), will bear interest at a rate of 10% per annum payable on the Maturity Date in Shares, and will be convertible into common shares of the Company at the holder's option at any time prior to the Maturity Date, at a price of $0.05 per common share in the first year, and $0.10 per common share in the second year.

The Company may pay cash finder's fees up to 10% of the gross proceeds raised under the Offering and Debenture Offering. Completion of the Offering and Debenture Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV and the securities regulatory authorities. All securities issued by the Company in connection with the Offering will be subject to a statutory four month hold period. There can be no assurance that the Offering or Debenture Offering will be completed, whether in whole or in part.

About Labrador Technologies

Labrador Technologies is a Calgary, Alberta based software development firm providing map-based innovative solutions for industries seeking a visual interpretation of financial reporting.  Labrador has expanded its vision beyond Oil & Gas data to focus on cannabis data collection and specialized reporting.

Forward-Looking Statements

Certain information in this press release may constitute forward looking information within the meaning of securities laws. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words "proposed", "process," "expects," "explore," and other similar words. These statements are based on the current estimates and assumptions of our management as of the date of this press release and are subject to risks, uncertainties, changes in circumstances and other factors that may cause actual results to differ materially from the information expressed or implied by forward-looking statements made in this press release. Examples of such statements include statements regarding potential strategic alternatives. Given these uncertainties, you should not place undue reliance on the forward-looking statements in this press release. The forward-looking statements contained in this document are made as at the date of this news release and Labrador does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

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