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A-Labs Capital IV Corp
Symbol ALCC
Shares Issued 4,000,000
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A-Labs Capital IV to roll back shares 1:5, change name

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

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

File: '\\swfile\EmailIn\20251125 224819 Attachment A-Labs - Press Release - Director Changes, consolidation, name change, private placement.docx'

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

NEWS RELEASE

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

Vancouver, British Columbia -November 25, 2025 - A-Labs Capital IV Corp. (the "Corporation" or 'A-Labs") (TSXV- ALCC.P), a capital pool corporation listed on the TSX Venture Exchange Inc. ("TSXV") is pleased to announce that all matters were approved at its annual general and special meeting of the Corporation's shareholders held on November 21, 2025 (the "Meeting"). Details of the matters are set out in the Corporation's management information circular dated October 20, 2025, available on the Corporation's SEDAR+ profile at www.sedarplus.com.

At the Meeting, all three director nominees were duly elected to the board of directors of the Corporation ("Board") 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 Joel Vorra and Robert 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 October 30, 2025, has been accepted by the TSXV and was completed on November 20, 2025. As such, EDJ Investments Ltd. (1,100,000 shares) and Yosef Shemesh (500,000 shares) transferred their escrowed shareholdings to Hillar Lilles. The aggregate of 1,600,000 escrowed common shares (40% of the outstanding shares) were transferred at a price of $0.005 per Common Share (the "Escrow Transfer"). Following the transfer, Mr. Lilles has ownership, control, or direction over 1,800,000 escrowed common shares or 45% of the Common Shares of the Corporation. For additional details regarding the Escrow Transfer please see the Early Warning Report dated November 20, 2025, filed under the Corporation's profile on SEDAR+ at www.sedarplus.com.

Consolidation and Name Change

The Corporation's proposal to consolidate all of its issued and outstanding common shares on the basis of 5:1 (the "Consolidation"), with each five Pre-Consolidation Shares (as defined below) being consolidated into one Post-Consolidation Share (as defined below), has been accepted by the TSXV. In accordance with the Corporation's articles, shareholder approval of the proposed Consolidation is not required.

The 4,000,000 common shares currently issued and outstanding (the "Pre-Consolidation Shares") will be reduced to approximately 800,000 common shares on a post-Consolidation basis (the "Post-Consolidation Shares"), assuming no additional Pre-Consolidation 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 Post-Consolidation 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 Post-Consolidation Shares has also been accepted by the TSXV. 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 November 21, 2025.

The effective date of the Consolidation and name change is expected to be on December 3, 2025. The new CUSIP will be 846918100 and the new ISIN will be CA8469181009 for the Post-Consolidation Shares.

Private Placement

To satisfy the working capital requirements of the TSXV, the Corporation intends to complete a private placement on post-consolidation shares at a price of $0.05 per Post-Consolidation Share. The Placement will be a non-brokered private placement offering of up to 4,000,000 Post-Consolidation Shares of the Company (at a price of CAD$0.05 per Post-Consolidation Share for gross proceeds of up to CAD$200,000 (the "Offering"). 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 British Columbia 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 (the "Existing Shareholder Exemption").

In order to be eligible to participate in the Offering, only those shareholders who hold shares of the Company as at the date hereof (the "Record Date") 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 December 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 must: a) be a shareholder of the Company on the Record Date (and still is a shareholder); b) be purchasing the common shares as a principal, that is, for their 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 towards 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 finder's 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 December 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 TSXV, 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 TSXV. The Corporation will continue actively looking for a suitable Qualifying Transaction.

Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking statements (including, without limitation, information regarding the A-Labs' consolidation and private placement that involve risks and uncertainties that could cause the results of A-Labs to differ materially from management's current expectations. Actual results may differ materially due to a number of factors including, among others: the parties may not enter into any future agreement; and A-Labs may not find a target business for its Qualifying Transaction. The matters discussed in this news release also involve risks and uncertainties described in A-Labs' documents filed from time to time with the Canadian securities regulatory authorities. A-Labs assumes no obligation to update the forward-looking information contained in this new release.

For further information, please contact:

A-Labs Capital IV Corp.

Hillar Lilles, CEO, CFO and Director

Hillar@lilles.ca

(403) 608-2896

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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