Labrador Technologies Inc. Announces Update ON Proposed Reverse Takeover Transaction
1
LABRADOR TECHNOLOGIES INC. ANNOUNCES UPDATE
ON PROPOSED REVERSE TAKEOVER TRANSACTION
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 – July 21, 2020 – Labrador Technologies Inc. (“ Labrador” or the “Company”)
(TSXV: LTX) is pleased to pr ovide an update on its previously announced reverse takeover
transaction (please see previous press release of June 28, 2020).
Closing of Bridge Financing
Labrador closed its convertible debenture bridge financing (“Convertible Debenture Financing”),
as previously announced on June 28, 2020, for gr oss proceeds of $150,000. Churchgate Singapore
Ltd. was the sole subscriber. Funds from the C onvertible Debenture Fina ncing will be used to
cover transaction costs related to the Company’s acquisition of exclusive North American rights to
Claritas HealthTech Ptd Ltd.’s (“ Claritas”) IE-RAD2020 technology (the “ Proposed
Transaction”).
Concurrent Private Placement
In addition to the Convertible Debenture Financ ing, the Company and Claritas have agreed to
undertake a private placement of subscription receipts at $0.15 per subscription receipt for
minimum gross proceeds of $2,500,000 and up to maximum gross proceeds of $5,000,000 (the
“Concurrent Private Placement”). Each subscription receipt represents the right to automatically
receive, upon closing of the Proposed Transaction, one unit (the “Units”). Each Unit will be priced
at $0.15 and will be composed of one Labrador common share and one-half Labrador common
share purchase warrant (a “ Warrant”), each whole Warrant entitli ng the holder to purchase one
Labrador common share at a pric e of $0.30 per common share on a po sted consolidated 20:1 basis
(the “Consolidation”) for a period of 12 months following the closing date, s ubject to certain
agreed upon terms and conditions.
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.
2
Additional Information
For further information, please contact:
Kaan Camlioglu, Interim Chief Executive Officer
Labrador Technologies Inc.
T: (403) 818-1091
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 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 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 capitalization of the resulting issue of the Proposed Transaction, completion of
the Convertible Debenture Financing and Concurre nt Financing and the anticipated type and
number of securities to be issued thereunder, th e anticipated use of funds from the Convertible
Debenture Financing, the quality of results, usability and ge neral 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
3
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, shareholder, court or re gulatory 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 an ticipated in such statements. A ccordingly, readers should not place
undue reliance on the forward-looki ng statements and information cont ained 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.