Labrador Technologies Inc. Announces Conditional Approval of Reverse Takeover Involving Claritas HealthTech Pte. Ltd.
Labrador Technologies Inc. Announces
Conditional Approval of Reverse Takeover
Involving Claritas HealthTech Pte. Ltd.
CALGARY, AB
,
Jan. 27, 2021
/CNW/ - Labrador Technologies Inc. (TSXV: LTX) is pleased to
announce that the TSX Venture Exchange ("TSXV") has conditionally approved the previously
announced reverse take-over transaction (the "RTO") pursuant to the exclusive software license
purchase agreement (the "Agreement") with Claritas HealthTech Pte. Ltd. ("Claritas"). The
technology, known as iRAD (the "License Software" or "iRAD"), was developed and is owned
exclusively by Claritas. The Agreement gives
Labrador
exclusive usage and marketing rights to the
License Software for the territory of
North America
(the "Proposed Transaction"). The Agreement
will enable customers who use iRAD to access its medical image enhancement capabilities on a pay
for service basis.
Upon the anticipated 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 iRAD and Claritas, as appropriate, will be included in the RTO disclosure
documentation.
Claritas is a private company incorporated in the Republic of
Singapore
. All the shares issued
pursuant to the Proposed Transaction are subject to TSXV Tier 2 value security escrow conditions
entailing the release of the shares from escrow over 36 months. Final acceptance by the TSXV is
subject to a number of conditions including confirmation that the proposed private placement has
been completed for gross proceeds of at least $2,500,000, as well as all regulatory approval, as
applicable.
Trading Halt
Trading in the
Labrador
common shares has been halted and may remain halted pending TSXV final
acceptance including, but not limited to, the approval of the appointment of new board of directors of
Labrador
to be effective upon completion of the Proposed Transaction and approval to change the
name and trading symbol of
Labrador
upon completion of the Proposed Transaction. There can be
no assurance that trading in the
Labrador
common shares will resume prior to the completion of the
Proposed Transaction.
About Claritas
Claritas is incorporated and headquartered in
Singapore
. Claritas conducts research and
development in the fields of image enhancement, machine vision and artificial intelligence ("AI") with
a focus on medical image processing and AI assisted interpretation. The iRAD software technology
has been developed by a team of leading mathematicians and medical scientists over a period of
five years. Claritas plans to transform the diagnostics industry with powerful and effective software
products created 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
Alberta
and
British Columbia
and its common shares are listed and posted for trading on TSXV and
was formerly engaged in the business of development and marketing of data retrieval technology
with its registered and head office in
Calgary, Alberta
.
Cautionary Statements
Investors are cautioned that, except as disclosed in the filing statement to be prepared in
connection with the Proposed 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. 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 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 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 of the Proposed Transaction, conditions and closing of the
Proposed Transaction, the capitalization of the resulting issue of the Proposed Transaction and the
quality of results, usability and general future success of
iRAD
. 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.
SOURCE
Labrador Technologies Inc.
View original content:
http://www.newswire.ca/en/releases/archive/January2021/29/c3246.html
%SEDAR: 00004218E
For further information:
Kaan Camlioglu, Interim Chief Executive Officer, Labrador Technologies
Inc., T: (403) 818-1091, E: [email protected]
CO: Labrador Technologies Inc.
CNW 12:00e 29-JAN-21