Strategic Review Update, Proposed Relief Financing & Appointment to Advisory Board
Strategic Review Update, Proposed Relief Financing & Appointment
to Advisory Board
Calgary, Alberta – February 21, 2019 – Labrador Technologies Inc. ("Labrador" or the "Company") (TSXV:
"LTX") wishes to provide the following update regarding the previously announced strategic review and
next steps.
The Board continues to assess its strategic alternatives, c urrent impediments to growth and actionable
measures. The current exploration process has confirmed a need for the Board to pursue initiatives to
restructure the Company’s current debt levels, actively engage near term opportunit ies to monetize current
assets and to explore corporate recapitalization options in connection with future investment opportunities.
In this respect, the Board wish es to announce the appointment of Mr. Dave Posner to Labrador’s Advisory
Board.
Mr. Posner is presently a director and the Co -Chair of the Board of Directors for Nutritional High
International Inc. (CSE: EAT) ("Nutritional"). Previously, Mr. Posner served as President and CEO of
Nutritional from 2014 to 2016. Mr. Posner was responsible for bringing " Hempen Gold", the first hemp-
infused beer, to Canada. In addition, he has i mported and created marketing and branding initiatives for
various other alcoholic products in Canada. Mr. Posner is also presently the Chairman of the Board of
Directors for Aura Health Inc. (CSE: BUZZ), a medicinal cannabis company based in Israel and Chairman
of the Board of Directors for Digicrypts Blockchain Solutions. Previously, Mr. Posner was the acquisitions
manager for Stonegate Properties Inc. where he managed real estate properties and brokered deals in
Canada and Oklahoma.
Given the rapidly evolving and competitive cannabis landscape, the Board is seeking to rationalize go -
forward expenditures on the Cannaverse App and is fortunate to have Mr. Posner join the Advisory Board to
provide guidance, context and perspective in this growth sector.
Unit Private Placement
The Company announces a proposed non- brokered private placement financing for up to a maximum of
20,000,000 units (the " Units") at a price of $0.01 per Unit, for aggregate gross proceeds of up to a
maximum of $ 200,000 (the " Offering"). Each Unit will consist of one common share (" Share") and one
half (1/2) of one common share purchase warrant (" Warrant"). Each whole Warrant entitles the holder
thereof to purchase one Share at an exercise price of $0. 05 for a period of two (2) years from the date of
closing of the Offering.
The Offering is being made pursuant to the grant of a "discretionary waiver " of the TSX Venture
Exchange's ("TSXV") $0.05 minimum pricing requirements, pursuant to the TSXV's bulletin dated April 7,
2014, and is subject to acceptance of the TSXV.
None of the proceeds of the Private Placement will be used to compensate, settle indebtedness with or
otherwise satisfy obligations to Related Parties of the Issuer . The principal purpose of the proceeds of the
Private Placement will be to maintain and preserve the Labrador’s existing operations, activities and assets
and is expected to be used as follows:
Professional Fees (Audit, Legal, Accounting) $100,000
General Corporate Purposes (regulatory,
marketing, etc.)
$50,000
Near Term Payables $50,000
Convertible Debenture Offering
The Company also announces a proposed non- brokered private placement financing of convertible secured
debentures (the " Debentures") for aggregate gross proceeds to the Company of up to $ 500,000 (the
"Debenture Offering"). The Debentures will have a maturity date of 24 months from the date of issue (the
"Maturity Date"), will bear interest at a rate of 10% per annum payable on the Maturity Date in Shares, and
will be convertible into common shares of the Company at the holder's option at any time prior to the
Maturity Date, at a price of $0.05 per common share in the first year, and $0.10 per common share in the
second year.
The Company may pay cash finder's fees up to 10% of the gross proceeds raised under the Offering and
Debenture Offering. Completion of the Offering and Debenture Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV and
the securities regulatory authorities. All securities issued by the Company in connection with the Offering
will be subject to a statutory four month hold period. There can be no assurance that the Offering or
Debenture Offering will be completed, whether in whole or in part.
About Labrador Technologies
Labrador Technologies is a Calgary, Alberta based software development firm providing map -based
innovative solutions for industries seeking a visual interpretation of finan cial reporting. Labrador has
expanded its vision beyond Oil & Gas data to focus on cannabis data collection and specialized reporting.
Forward-Looking Statements
Certain information in this press release may constitute forward looking information within the meaning of securities
laws. All statements, other than statements of historical fact, are statements that could be deemed forward- looking
statements, including statements containing the words "proposed", "process," "expects," " explore," and other similar
words. These statements are based on the current estimates and assumptions of our management as of the date of this
press release and are subject to risks, uncer tainties, changes in circumstances and other factors that may cause actual
results to differ materially from the information expressed or implied by forward -looking statements made in this press
release. Examples of such statements include statements r egarding potential strategic alternatives . Given these
uncertainties, you should not place undue reliance on the forward- looking statements in this press release. The
forward-looking statements contained in this document are made as at the date of this news re lease and Labrador does
not undertake any obligation to update publicly or to revise any of the included forward- looking statements, whether
as a result of new information, future events or otherwise, except as may be required by applicable securities laws .
Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Kaan Camlioglu, Interim Chief Executive
Officer
T: (403) 818-1091
or
Dean Stuart
T: (403) 617-7609