Labrador Technologies Inc. Announces Share Consolidation and Additional Updates
Not for distribution to U.S. newswire services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U. S. securities law.CALGARY, Alberta, Aug. 12, 2020 (GLOBE NEWSWIRE) — Labrador Technologies Inc. (TSXV: LTX) (“Labrador” or the “Company”) announces that, effective August 7, 2020 (the “Effective Date”), the Company effected a consolidation of the Company’s issued and outstanding common shares (“Common Shares”) on the basis of twenty (20) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Consolidation”). The Consolidation was approved at the annual and special meeting of shareholders of the Company held on December 20, 2019 and was subsequently approved by the board of directors of the Company. The Company has also received TSX Venture Exchange (“TSXV”) approval for the Consolidation. The board of directors of the Company is proceeding with the Consolidation as part of the proposed reverse takeover transaction(the “RTO”) as announced on June 29, 2020. The Company had 177,966,368 Common Shares issued and outstanding and following the Consolidation, the Company has approximately 8,898,318 Common Shares issued and outstanding.
The Company’s transfer agent, Computershare Trust Company of Canada, has sent a letter of transmittal by mail to registered shareholders advising that the Consolidation has taken effect contains instructions on how registered shareholders can exchange their share certificates or DRS statements evidencing their pre-Consolidation Common Shares for new share certificates or new DRS statements representing the number of post-Consolidation Common Shares to which they are entitled. No action is required by non-registered shareholders (shareholders who hold their shares through an intermediary) to effect the Consolidation.No fractional Common Shares were issued upon the Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Common Share in connection with the Consolidation, the number of post-Consolidation Common Shares to be received by such shareholder will be rounded down to the next whole common share.Trading HaltTrading in the Labrador Common Shares have been halted and may remain halted pending the review of the RTO transaction by the TSXV and other certain conditions are satisfied. There can be no assurance that trading in the Labrador Common Shares will resume prior to the completion of the RTO, if at all. The post-Consolidation Common Shares are expected to begin trading upon completion of the RTO.For further information, please contact:Kaan Camlioglu, Interim Chief Executive Officer T: (403) 818-1091 or E: kcamlioglu@icloud.com.Cautionary StatementsInvestors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Labrador should be considered highly speculative. This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the “1933 Act”) as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. 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.Forward-Looking StatementsThis news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms, conditions and completion of the RTO, completion of the Consolidation, and the capitalization and number of shares outstanding of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals, as required. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Labrador assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The Company’s transfer agent, Computershare Trust Company of Canada, has sent a letter of transmittal by mail to registered shareholders advising that the Consolidation has taken effect contains instructions on how registered shareholders can exchange their share certificates or DRS statements evidencing their pre-Consolidation Common Shares for new share certificates or new DRS statements representing the number of post-Consolidation Common Shares to which they are entitled. No action is required by non-registered shareholders (shareholders who hold their shares through an intermediary) to effect the Consolidation.No fractional Common Shares were issued upon the Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Common Share in connection with the Consolidation, the number of post-Consolidation Common Shares to be received by such shareholder will be rounded down to the next whole common share.Trading HaltTrading in the Labrador Common Shares have been halted and may remain halted pending the review of the RTO transaction by the TSXV and other certain conditions are satisfied. There can be no assurance that trading in the Labrador Common Shares will resume prior to the completion of the RTO, if at all. The post-Consolidation Common Shares are expected to begin trading upon completion of the RTO.For further information, please contact:Kaan Camlioglu, Interim Chief Executive Officer T: (403) 818-1091 or E: kcamlioglu@icloud.com.Cautionary StatementsInvestors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Labrador should be considered highly speculative. This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the “1933 Act”) as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. 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.Forward-Looking StatementsThis news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms, conditions and completion of the RTO, completion of the Consolidation, and the capitalization and number of shares outstanding of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals, as required. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Labrador assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
