12.64 Fund Limited Partnership Announces Completion of Convertible Loan Financing with AdRabbit Limited

SYDNEY, April 20, 2023 /CNW/ - 12.64 Fund Limited Partnership (the "Acquiror") have announced that they have completed a US $300,000 convertible loan financing (the "Convertible Loan") with AdRabbit Limited (TSXV: RABI) (the "Company"). The Convertible Loan forms part of a larger private placement of unsecured, convertible loans of the Company 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 of the Convertible Loan (the "Maturity Date"). Interest on the Principal Amount 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 ordinary shares of the Company (the "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 Company 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 TSX Venture Exchange) at the time such interest becomes payable.

Following the conversion of the Principal Amount owing under the Convertible Loan , on a non-diluted basis, the Acquiror  holds 33,528,506 Shares, representing approximately 16.93% of the 197,998,497 issued and outstanding Shares, and, on a partially-diluted basis (assuming exercise of the 25,578,506 share purchase warrants held by the Acquiror and assuming a Conversion Price of C$0.05 and the full conversion of all principal and accrued interest to the currently scheduled maturity dates), the Acquiror holds 59,107,012 Shares, representing approximately 18.35% of the 322,104,989   issued and outstanding Shares.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ( "NI 62-103" ) of the Canadian Securities Administrators in connection with the acquisition of the Common Shares and Options by the Acquiror , which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report of the Acquiror will be available on the Company ' s issuer profile on SEDAR at www.sedar.com.  A copy of the early warning report can also be obtained by contacting Monita Faris at [phone] or at [email protected] . 

For the purposes of NI 62-103, the address of the Acquiror is 18 Duvdevan St., Kadima, Israel 609200 , and the head office address of the Company is c/o Automic Group, 126 Philip St., Level 5, Sydney, Australia.

SOURCE 12.64 Fund Limited Partnership