ADSL Provides Update on Delisting from the Cboe, Distribution Pursuant to Return of Capital and Timing on Voluntary Dissolution

Vancouver, British Columbia–(Newsfile Corp. – December 18, 2024) – ADSL Holdings Inc. (Cboe CA: ADSL) (FSE: 25YO) (OTC Pink: AMNNF) (“ADSL” or the “Company“) announces that, further to the Company’s news releases dated October 15, 2024, September 4, 2024 and August 30, 2024 as a result of (a) completion of the previously announced sale of certain of the Company’s assets utilized for the sale and distribution of television productions through television, streaming and other platforms, and (b) completion of the sale of the Company’s film production and distribution business (collectively, the “Transaction“), the Company expects to delist its common shares from the Cboe Canada Inc. (the “Exchange“), complete its first distribution to the Company’s shareholders (the “First Distribution“) in connection with its previously announced returns of capital (the “Returns of Capital“) and complete the voluntary dissolution of the Company in accordance with the Business Corporations Act (British Columbia) (the “Dissolution“).

Delisting

Further to the Company’s news release dated September 4, 2024, following completion of the Transaction, the Company received notice from the Exchange that trading of its securities had been suspended pursuant to the rules of the Exchange. Pursuant to the rules of the Exchange, if the suspension has not been lifted, the securities of the Company will automatically be delisted on January 31, 2025 without further notice.

Prior to such automatic delisting the Company intends on voluntarily delisting its common shares from the Exchange on or around December 27, 2024 (the “Delisting“) and, accordingly, trading of the Company’s common shares will cease in the Canadian public market. The Company will apply to withdraw the quotation of its common shares from the FSE and OTC as soon as possible after Delisting. The Delisting remains subject to the final acceptance by the Exchange.

First Distribution

Further to the Company’s news release dated October 15, 2024, the First Distribution is expected to be in an aggregate amount of approximately $3,900,000 (or approximately $0.053 per common share). The record date for the determination of shareholders entitled to receive the First Distribution will be the close of business (Vancouver time) on December 19, 2024. Only shareholders of record on the record date will be entitled to the First Distribution. The payment date for the First Distribution will be on or about December 23, 2024. Subject to settlement or all liabilities of the Company, the Company intends on completing one or more additional Returns of Capital prior to the Dissolution.

Dissolution

Following the Delisting, the First Distribution and any further Returns of Capital, the Company intends on completing its previously announced voluntary winding-up and dissolution in the first quarter of 2025. The Dissolution remains subject to the Company causing all its debts and liabilities to be satisfied and distributing any remaining assets to its shareholders through the additional Returns of Capital.

The Returns of Capital, Delisting and Dissolution were approved by the Company’s shareholders on August 28, 2024. Further details with respect to the above transactions can be found in the Company’s management information circular dated July 28, 2024, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.com. Shareholders are advised to consult with their own tax advisors to determine the tax consequences of the above noted transactions, including the First Distribution and the Returns of Capital.

About ADSL Holdings Inc.

For further information about ADSL, see its disclosure documents on SEDAR+ at www.sedarplus.com.

Forward Looking Statements

This news release includes “forward-looking information” and “forward-looking statements” as such terms are defined under applicable Canadian securities legislation. Forward‐looking information and statements include disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action, and, in certain cases, can be identified by the use of words such as “potential”, “propose”, “aim”, “depend”, “seeks”, “plans”, “expects”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “can”, “could”, “should”, “shall”, “would”, “might” or “will”, or the negative forms of any of these words and other similar expressions. Forward-looking statements in this news release include statements related to the consummation (if at all) and timing of the Delisting, the First Distribution including the amount (both in the aggregate and per common share) that shareholders are expected to receive and the Dissolution. There can be no assurance that the Delisting, the First Distribution, any additional Returns of Capital or the Dissolution will be completed at all or on the terms and conditions contemplated in this news release. Forward‐looking information and 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 information and statements. Such factors include, but are not limited to, risks relating to the timing and completion of the Delisting, the First Distribution, any additional Returns of Capital, the Dissolution and the ability of the Company to pay its liabilities and obligations in order to complete the First Distribution or any additional Returns of Capital, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets. Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward‐looking information. All forward-looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR+ at www.sedarplus.com. The Company disclaims any intention or obligation to update or revise such forward‐looking information, whether as a result of new information, future events or otherwise, except as required by law.

Investors are cautioned that, trading in the securities of the Company should be considered highly speculative. For a more detailed discussion of such risks and uncertainties, please see the section entitled “Risk Factors” in the Company’s annual information form dated June 2, 2024, and available under the Company’s profile on SEDAR+ at http://www.sedarplus.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/234413