Announces Strategic Acquisition
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LABRADOR TECHNOLOGIES INC.
ANNOUNCES STRATEGIC ACQUISITION
Not for distribution to U.S. newswire services or fo r 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 – June 29, 2020 – Labrador Technologies Inc. (“Labrador” or the “Company”)
(TSXV: LTX) is pleased to announce that it has entered into an exclusive arm’s length software
license purchase agreement dated June 28, 2020 (the “ Agreement”) with Claritas HealthTech Pte.
Ltd. (“Claritas”). The technology, known as IE-RAD2020 (the “ License Technology ” or “ IE-
RAD2020”), was developed and is owned exclusively by Claritas. The Agreement gives Labrador
exclusive usage and marketing rights to the Licens e Software for the territory of North America in
return for the issuance of 50 m illion shares in Labrador at a d eemed price of $0.10 per share (the
“Proposed Transaction”) on a post consolidated 20 to 1 basis, as further described below. The
Agreement will enable customers who ut ilize IE-RAD2020 to access its medical image
enhancement capabilities on a pay for service basis.
Pursuant to the terms of the Agreement, Labra dor will issue sufficient shares such that the
Proposed Transaction will constitute a “Reverse Takeover” (“ RTO”) of Labrador under the
policies of the TSX Venture Exchange (the “ Exchange” or the “TSXV”). Upon the closing of the
Proposed Transaction, it is expected that Labrador will continue to be a Technology Issuer on the
TSXV and will be renamed to Claritas HealthTech Inc. Any financial information related to IE-
RAD2020 and Claritas, as appropriate, will be included in the RTO disclosure documentation.
General Information about Claritas and Labrador
About Claritas
Claritas is incorporated and headquartered in Sing apore. Claritas c onducts research and
development in the fields of image enhancemen t, machine vision and ar tificial intelligence (“AI”)
with a focus on medical image processing and AI assisted interpre tation. The IE-RAD2020
software technology has been developed by a t eam of leading mathematicians and medical
scientists over a period of five years. Claritas plans to transform the dia gnostics industry with
powerful and effective software products create d using image enhancement and AI technology
enabling doctors and physicians to make accurate diagnosis and improve patient lives.
About Labrador
Labrador is incorporated under the Business Corporations Act (Alberta), is a reporting issuer in
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Alberta and British Columbia a nd its common shares are listed a nd posted for trading on TSXV
and was formerly engaged in the business of development and marketi ng of data retrieval
technology with its registered and head office in Calgary, Alberta.
The Licensed Technology - IE-RAD2020
Claritas solution for radiologists, IE-RAD2020, enhances radiology images to reveal details of
anatomical structures that were previously obscured utilizing “r adiation noise” enabling
radiologists and doctors to be able to make more accurate diagnoses. At the same time, it retains
the finer elements of the image without adding or creating any distortions. IE-RAD2020 is backed
by a cloud-based network. It can be accessed online via the “Claritas Viewer”, or alternatively,
integrated on-site as software that can inte rface with Picture Arch iving and Communication
System (PACS) / Digital Imaging and Communi cations in Medicine (DICOM) communications
protocols and imaging archives system, a need both companies believe will continue to grow in the
short and long term. IE-RAD2020 will serve radi ology departments across a range of imaging
modalities.
Proposed Transaction, Private Placement and Bridge Financing
Labrador currently has 177,966,368 common shares issued and outstanding. The Agreement
contemplates that Labrador will consolidat e the Labrador common on a 20:1 basis (the
“Consolidation”). Subsequent to the Consolidation, Labrador will have 8,898,318 common shares
issued and outstanding. As stated above, Labrador will further issue 50,000,000 common shares of
Labrador at a post-Consolidated deemed price of $0.10 per share. Further, Labrador’s outstanding
share purchase warrants will have their exercise terms appropriately adjusted to reflect the
Consolidation. Labrador has cancelled all outstanding stock options.
In connection to the Proposed Transaction, Cl aritas will undertake a private placement of
subscription receipts of units (the “ Units”) for minimum gross pr oceeds of $2,500,000 and up to
maximum gross proceeds of $5,000,000 (the “Private Placement”). Details regarding Unit pricing
and composition are being negotiated and once fina lized will be announced in a future news
release.
In addition, Churchgate Singapore Ltd. will pr ovide Labrador $150,000 pursuant to a bridge
financing (the “ Bridge Financing ”) of units of the Company (the “ Units”) to cover costs
associated with the Proposed Transaction. Each Unit consists of one secured debenture (each, a
“Debenture”) and one common share pur chase warrant (each, a “ Bridge Financing Warrant”).
The conversion price with respect to the common shares issued upon convers ion of Debentures is
$0.10 per common share on a post-Consolidated ba sis. The Debentures will be secured by a
general security agreement over the Company’s assets. The Debentures will bear interest at the rate
of 5% per annum and payable semi-annually. Each Bridge Financing Warrant entitles the holder
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thereof to acquire one common share (each, a “Bridge Financing Warrant Share”) at an exercise
price of $0.10 per Bridge Financing Warrant Share for a period of 12 months from the closing date
(the “Expiry Date”). Any Bridge Financing Warrants not exer cised prior to the Expiry Date shall
be deemed to be void and of no further force and effect.
Proposed Board of Directors, Management and Other Insiders
Upon completion of the Proposed Tran saction, subject to regulatory a pproval, the directors, senior
officers and insiders of Labrador are expected to be as follows:
Devika M. Dutt – Republic of Singapore – Chief Executive Officer and Director
Ms. Dutt is the current Chief Operating Officer of Claritas. Ms. Dutt brings over 25 years of
experience at executive level marketing, sales an d business development through prior roles based
out of Singapore, London and New York. Prior thereto, she co-founded and lead of one India’s
pioneering and leading gourmet coffee roasting co mpanies. She was the former Business Head,
Treasury & FX, ASEAN at Thomson Re uters and prior to that an an alyst at Jefferies. She holds a
Bachelor of Arts Degree (Economics and De velopment Studies) from Smith College in
Massachusetts, USA.
Nikhil Kamran – Republic of Singapore – Chief Financial Officer
Mr. Kamarn brings over 13 years of end-to-e nd deal execution on over 20 transactions with
combined value in excess of $1 billion, covering: buyouts, majority & minority investments, joint
ventures and strategic partnerships with a previous operational experience as CFO of a listed public
company with market capitalizat ion of ~$1 billion. Mr. Kamarn holds a Bachelor of Arts
(Economics) from the University of Pennsylvania.
Kaan Camlioglu – Calgary, Canada – Chief Operating Officer and Director
From 1996 to 2019, Mr. Camlioglu has held increasingly seni or financial roles with a variety of
public and private entities, including nearly a decade with the TSXV. Since January 2019, Mr.
Camlioglu has been the Interim CE O of Labrador. Mr. Camlioglu is a Chartered Financial Analyst
and Chartered Professional Accountant (CPA, CM A). He holds a Bachelor of Arts Degree
(Economics) from the University of Calgary.
Shravan Joshi – London, England – Director
Mr. Joshi is an elected Member of the Court of Common Council for Bishopsgate Ward in the City
of London Corporation (“ City”), where he focuses on policy and investment into City's economy
through managing strategic relationships. Since 2011, Mr. Joshi has been the managing director of
SM Ventures Limited London, a consultancy and private investment company providing strategic
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advice to clients. Mr. Joshi started his career in investment banking then moved into the energy
sector in 1999, later specializing in trade struct uring and supply chain contracts in Central Asia,
Eastern Europe and North America. Mr. Joshi holds a Bachelor of Science (Hons Chemistry) from
Kings College London, University of London.
Dr. Laszlo Neumann – Girona, Spain – Director
Dr. Neumann holds a MSc. in Engineering and Mathematics, (1978 from TU Budapest), and a PhD
in Applied Mathematics, economical modeling (1982). Dr. Neumann has led research and software
development in architectural CAD, cartograp hy, medical imaging, 3D face modeling, color
harmony design, and numerical methods. He has authored 32 journal articles, 3 books, and 20 book
chapters and over 55 technical publications in conferences. Between 1995 and 2007 Dr. Neumann
was a visiting lecturer at TU Vi enna and since 2002 he is been a ICREA Research Professor at
Universitat de Girona (UdG). He is member of over a dozen IPCs and other committees.
Bill deJong – Calgary, Canada – Corporate Secretary
Mr. deJong is a lawyer in the Business Law Group in the Calgary office of the international law
firm Fasken Martineau DuMoulin LLP, practicing law primarily in the areas of securities
regulation, corporate finance, and mergers and acquisitions. Mr. deJong holds a Bachelor of Business
Administration from Acadia University and a Bachelor of Laws from the University of Edinburgh.
Shareholder Approval and Other Matters
Under the policies of the TSXV, Labrador is not expected to require shar eholder approval for the
Transaction. In this regard, Labrador and the Proposed Transaction satisfy the TSXV requirements
as to not be subject to a shareholder approval re quirement as: (a) the Proposed Transaction is an
Arm’s Length transaction; (b) Labrador is a Tier 2 issuer without active operations; (c) Labrador is
not subject to a cease trade order and is not e xpected to be subject to such an order upon
completion of the Proposed Transaction; and (d) shareholder approval of the Proposed Transaction
is not required under applicable co rporate and securities laws. Howeve r, Labrador is expected to
seek shareholder approval of certain matters related to the implementation of the Proposed
Transaction, including, but not limited to, the approval of the appointment of new board of
directors of Labrador to be e ffective upon completion of the Propos ed Transaction and approval to
change the name and trading symbol of Labrador upon completion of the Proposed Transaction.
Conditions to Completion of the Proposed Transaction and Regulatory Matters
Completion of the Proposed Transaction is subject to a number of conditions including, but not
limited to, TSXV and, if applicab le, disinterested shareholder a pproval. Where applicable, the
Proposed Transaction cannot close until the required shareholder approval is obtained. There can
be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors
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are cautioned that, except as disclosed in the mana gement information circular or filing statement
to be prepared in connection with the transaction, any information released or received with respect
to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of Labrador should be considered highly speculative. The TSXV has in no
way passed upon the merits of the Proposed Trans action and has neither approved nor disapproved
the contents of this news release. Neither the TSXV nor its Regulation Serv ices Provider (as that
term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of
this release.
In addition to the above, the Proposed Transacti on is subject to a number of further conditions,
including but not limited to: (a) closing conditions cu stomary to transactions of the nature of the
Proposed Transaction; (b) approvals of all regulatory bodies having jurisdiction in connection with
the Proposed Transaction; (c) TSXV regulatory approval; (d) debt re duction of payables
outstanding; and (e) the completion of raising the minimum amount for the Private Placement and
completion of the Bridge Financing. There can be no assurance that the Proposed Transaction will
be completed as proposed or at all.
Arm’s Length Transaction
The Proposed Transaction is an “Arm’s Length Transaction” under policies of the TSXV.
Sponsorship
Sponsorship of the Proposed Transa ction is required unle ss an exemption is available or a waiver
from this requirement can be obtained in accord ance with the policies of the TSXV. Labrador
intends to apply for a waiver to the sponsorship requirement. There is no assurance that a waiver
from this requirement will be granted. Signifi cant Conditions to Completion of the Proposed
Transaction Completion of the Proposed Trans action is subject to a number of conditions,
including but not limited to: (a) closing conditions cu stomary to transactions of the nature of the
Proposed Transaction; (b) approvals of all regulatory bodies having jurisdiction in connection with
the Proposed Transaction; (c) TSXV regulatory a pproval; and (d) the completion of the Private
Placement. There can be no assurance that the Proposed Transaction will be completed as proposed
or at all.
Trading Halt
Trading in the Labrador common shares has been halted and may remain halted pending the review
of the Proposed Transaction by the TSXV and other certain conditions are sa tisfied. There can be
no assurance that trading in the Labrador common shares will resume prior to the completion of the
Proposed Transaction.
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Additional Information
For further information, please contact:
Kaan Camlioglu, Interim Chief Executive Officer
Labrador Technologies Inc.
T: (403) 818-1091
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Cautionary Statements
Investors are cautioned that, except as disclosed in the filing statement to be prepared in
connection with the Proposed Trans action, any information released or received with respect to
the Proposed Transaction 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 securiti es of the Company for sale in th e 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 sha ll there be any sale of th e securities in any state
in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This 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 invo lves discussions with respect to predictions, expec tations, beliefs,
plans, projections, objectives, assumptions, future events or performance (often but not always
using phrases such as “expects”, or “does not ex pect”, “is expected”, “an ticipates” or “does not
anticipate”, “plans”, “budget”, “scheduled”, “for ecasts”, “estimates”, “b elieves” or “intends”
or variations of such words and phrases or stati ng 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 forwar d-looking statements. In this news release, forward-looking
statements relate, among other things, to: the terms, conditions and completion of the Proposed
Transaction, the pro forma capitalization of th e resulting issue of the Proposed Transaction,
completion of the Private Placement, Bridge Fi nancing and the anticipated type and number of
securities to be issued there under, the Labrador shareholder m eeting and results thereby, the
Labrador name change, the Consolidation, the bu siness and operations of Labrador, Claritas and
Claritas HealthTech Ltd.; the go-forward manage ment and directors; and the quality of results,
usability and general future success of IE-RAD2020.
Forward-looking statements are necessarily ba sed upon a number of estim ates and assumptions
that, while considered reasonable, are subject to known and unk nown risks, uncertainties, and
other factors which may cause the actual results and future events to differ materially from those
expressed or implied by such forw ard-looking statements. Such factors include, but are not limited
to: general business, economic, co mpetitive, political and social uncertainties; and the delay or
failure to receive board, sharehol der, court or regulatory approv als. There can be no assurance
that such statements will prove to be accurate, as actual results and futu re events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue
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reliance on the forward-looking statements and inform ation contained in this news release. Except
as required by law, Labrador assumes no obligati on to update the forward-looking statements of
beliefs, opinions, projections, or other factors, should they change, except as required by law.