04:44:21 EST Wed 26 Nov 2025
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A-Labs Capital IV to roll back shares 1:5, change name

2025-11-26 04:33 ET - News Release

Mr. Hillar Lilles reports

A-LABS CAPITAL IV CORP. ANNOUNCES BOARD CHANGES, CONSOLIDATION, AND PRIVATE PLACEMENT FINANCING

All matters were approved at A-Labs Capital IV Corp.'s annual general and special meeting of the corporation's shareholders held on Nov. 21, 2025. Details of the matters are set out in the corporation's management information circular dated Oct. 20, 2025, available on the corporation's SEDAR+ profile.

At the meeting, all three director nominees were duly elected to the board of directors of the corporation to serve until the next annual meeting of shareholders or until their successors are appointed. The corporation's board now consists of Hillar Lilles, Robert Wilson and Joel Vorra. Each of Mr. Vorra and Mr. Wilson are independent directors in accordance with National Instrument 52-110, and the new composition of the board meets the requirements for the minimum number of independent directors.

Escrow transfer

The escrow transfer announced in the corporation's press release dated Oct. 30, 2025, has been accepted by the TSX Venture Exchange and was completed on Nov. 20, 2025. As such, EDJ Investments Ltd. (1.1 million shares) and Yosef Shemesh (500,000 shares) transferred their escrowed shareholdings to Mr. Lilles. The aggregate of 1.6 milloin escrowed common shares (40 per cent of the outstanding shares) were transferred at a price of 0.5 cent per common share. Following the transfer, Mr. Lilles has ownership, control or direction over 1.8 million escrowed common shares or 45 per cent of the common shares of the corporation. For additional details regarding the escrow transfer, please see the early warning report dated Nov. 20, 2025, filed under the corporation's profile on SEDAR+.

Consolidation and name change

The corporation's proposal to consolidate all of its issued and outstanding common shares on the basis of one for five, with each five preconsolidation shares (as defined below) being consolidated into one postconsolidation share (as defined below), has been accepted by the TSX-V. In accordance with the corporation's articles, shareholder approval of the proposed consolidation is not required.

The four million common shares currently issued and outstanding will be reduced to approximately 800,000 common shares on a postconsolidation basis, assuming no additional preconsolidation shares are issued prior to completion of the consolidation. No fractional shares will be issued as a result of the consolidation. Any fractional interest in shares that would otherwise result from the consolidation will be rounded down to the nearest whole share, if the fractional interest is less than one-half of a share, and rounded up to the nearest whole share, if the fractional interest is equal to or greater than one-half of a share. No cash consideration will be paid in respect of fractional shares.

The exercise or conversion price and the number of postconsolidation shares issuable under any of the corporation's outstanding convertible securities will be proportionately adjusted upon the effective date of the consolidation.

The corporation's proposal to change its name to Sparrowhawk Opportunity Corp. in connection with the consolidation and the postconsolidation shares has also been accepted by the TSX-V. The corporation intends to change its ticker symbol to SHK.P as part of the name change. Although not required under the corporation's articles, for good governance reasons, the proposed name change was approved by shareholder resolution at the corporation's AGM held on Nov. 21, 2025.

The effective date of the consolidation and name change is expected to be on Dec. 3, 2025. The new Cusip will be 846918100, and the new ISIN will be CA8469181009 for the postconsolidation shares.

Private placement

To satisfy the working capital requirements of the TSX-V, the corporation intends to complete a private placement on postconsolidation shares at a price of five cents per postconsolidation share. The placement will be a non-brokered private placement offering of up to four million postconsolidation shares of the company (at a price of five cents per postconsolidation share for gross proceeds of up to $200,000. Directors are expected to subscribe for between $10,000 and $20,000 under the offering.

The common shares will be offered to existing shareholders under B.C. Instrument 45-534 (Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders) and equivalent provisions of applicable securities laws in other jurisdictions of Canada.

To be eligible to participate in the offering, only those shareholders who hold shares of the company as at the date hereof can participate. Any person who becomes a shareholder of the company after the record date is not permitted to participate in the offering. Existing shareholders who are interested in participating in the offering should contact the company before Dec. 8, 2025, at the contact information set out in this press release. The offering is on a first-come, first-served basis.

There are conditions and restrictions when relying upon the existing shareholder exemption, namely, the subscriber: (a) must be a shareholder of the company on the record date (and still is a shareholder); (b) must be purchasing the common shares as a principal, that is, for his or her own account and not for any other party; and (c) may not purchase more than $15,000 value of securities from the company in any 12-month period, unless they have first received suitability advice from a registered investment dealer, and, in this case, subscribers will be asked to confirm the registered investment dealer's identity and employer.

The net proceeds from the offering will be used for repayment of working capital deficiency, general working capital and any costs associated with a future qualifying transaction as such a term is defined in Policy 2.4 (Capital Pool Companies) of the exchange.

No finders' fees will be payable in connection with the offering.

Subscribers in all Canadian jurisdictions may utilize the existing shareholder exemption or the accredited investor exemption. Existing shareholders resident in countries other than Canada will need to meet local jurisdiction requirements to participate.

The closing of the offering is expected to occur on or about Dec. 21, 2025, and is subject to final acceptance of the TSX Venture Exchange. All securities issued under the offering will be subject to a four-month hold period.

A-Labs, a capital pool corporation within the meaning of the policies of the TSX-V, does not have any operations and has no assets other than cash (which has been depleted to a negative working capital). The most recent negative working capital balance as at June 30, 2025, was negative $56,747.

The corporation's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the TSX-V. The corporation will continue actively looking for a suitable qualifying transaction.

We seek Safe Harbor.

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