Kuuhubb Inc. (“
Kuuhubb” or the
“
Company”) (TSX-V: KUU), a mobile game development
and publishing company focused on providing the female audience
with creative interactive gaming experiences, is pleased to
announce that it has completed a non-brokered private placement
offering (the “
Offering”) of 8,705,334 common
shares of the Company (the “
Common Shares”) at a
price of CAD$0.09 per Common Share for aggregate gross proceeds to
the Company of approximately CAD$783,500 (corresponding to
approximately €521,360 based on the Bank of Canada’s daily exchange
rate on March 9, 2021 of CAD$1.00 equal to €0.67). The Company will
use the proceeds raised from the Offering for working capital and
other general corporate purposes.
The Common Shares issued pursuant to the
Offering will be subject to a four-month and one day statutory hold
period, in addition to such other restrictions as may apply under
applicable securities laws in jurisdictions outside of Canada.
The Offering remains subject to the final
approval of the TSX Venture Exchange.
Joki Capital Ou ("Joki"), a
related party of the Company, wholly owned by Messrs. Jouni Keränen
and Christian Kolster, purchased 1,700,000 Common Shares under the
Offering for aggregate consideration of $153,000, representing
approximately 2.64% of the presently issued and outstanding Common
Shares. In addition, Mr. Charles Sung, Chief Financial Officer of
the Company, purchased 555,556 Common Shares through companies
controlled by him. As related parties of the Company participated
in the Offering, it is deemed to be a “related party transaction”
as such term is defined by Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), requiring the Company, in the
absence of exemptions, to obtain a formal valuation for, and
minority shareholder approval of, the “related party transactions”.
The Company relied on an exemption from the formal valuation and
minority shareholder approval requirements set out in MI 61-101 as
the fair market value of the participation in the Offering by Joki
and Mr. Sung does not exceed 25% of the market capitalization of
the Company, as determined in accordance with MI 61-101. The
Company did not file a material change report at least 21 days
prior to closing, which the Company deems reasonable in the
circumstances so as to be able to avail itself of the proceeds of
the Offering in an expeditious manner.
Prior to completion of the Offering, Joki had
ownership of, or exercised control or direction over, 9,845,000
Common Shares (representing approximately 17.66% of the then issued
and outstanding Common Shares on a non-diluted basis). Following
completion of the Offering, Joki has ownership of, or exercises
control or direction over, 11,545,000 Common Shares (representing
approximately 17.9% of the issued and outstanding Common Shares on
a non-diluted basis).
Joki acquired Common Shares under the Offering
for investment purposes and intends to evaluate its holdings on an
ongoing basis and to increase or decrease its investment in the
Company from time to time as it may determine appropriate. As a
result, Joki may, in the future, depending on market and other
conditions and subject to compliance with applicable securities
laws, acquire additional Kuuhubb securities through market
transactions or otherwise, or may sell all or some portion of the
Kuuhubb securities it owns or controls. A copy of Joki's early
warning report, which amends information disclosed in an earlier
report filed on June 19, 2017, will appear on the Company's
profile at www.sedar.com and may also be obtained from Jouni
Keränen, CEO of the Company, at +358 40 590 0919 or
jouni@kuuhubb.com. Joki has its registered office located at
Rotermanni TN 8, Kesklinna District, Tallinn City, Harju Country,
10111 Estonia. The Company's registered office is located at 25
Adelaide Street East, Suite 1417, Toronto, Ontario, M5C 3A1.
About KuuhubbKuuhubb is a
publicly listed mobile game development and publishing company,
targeting the female audience with bespoke mobile experiences. Our
mission is to become a top player in the female mobile game space.
We believe in empowering women by creating games and apps that will
have our female audience relax, express and entertain themselves
every day. Through our games and partnerships with select
developers, we explore new lifestyle trends that can be converted
into games and apps which will bring value to our users, employees,
and shareholders. Headquartered in Helsinki, Finland, Kuuhubb has a
global presence with a strong focus on U.S. and Asian markets.
Cautionary Note Concerning
Forward-Looking Information This press release contains
forward-looking information, including regarding the expected use
of proceeds of the Offering. All statements, other than statements
of historical fact, that address activities, events or developments
that the Company believes, expects or anticipates will or may occur
in the future (including, without limitation, statements relating
to future revenue, products and development and growth of the
Company’s business) are forward-looking information. This
forward-looking information reflects the current expectations or
beliefs of the Company based on information currently available to
the Company. Forward-looking information is subject to a number of
risks and uncertainties that may cause the actual results of the
Company to differ materially from those discussed in the
forward-looking information, and even if such actual results are
realized or substantially realized, there can be no assurance that
they will have the expected consequences to, or effects on the
Company. Factors that could cause actual results or events to
differ materially from current expectations include, among other
things, risks related to the growth strategy of the Company; the
possibility that results from the Company’s growth and development
plans will not be consistent with the Company's expectations; the
early stage of the Company's development; competition from
companies in a number of industries; the ability of the Company to
manage expansion and integrate acquisitions into its business and
future business development of the Company; the ability to predict
and counteract the effects of COVID-19 on the business of the
Company, including but not limited to the effects of COVID-19 on
its business segments, capital market conditions, restrictions on
labour and international travel and supply chains; and the other
risks disclosed under the heading "Risk Factors" in the Company's
management discussion and analysis for the twelve months ended June
30, 2020 filed on SEDAR at www.sedar.com. Forward-looking
information speaks only as of the date on which it is provided and,
except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any
forward-looking information, whether as a result of new
information, future events or results or otherwise. Although the
Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking
information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information
due to the inherent uncertainty therein.
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.
For further information, please contact:
Kuuhubb Inc.Jouni Keränen – CEOjouni@kuuhubb.com
Office: +358 40 590 0919
Bill Mitoulas Investor Relations
bill@kuuhubb.com Office: +1 (416) 479-9547
KuuHubb (TSXV:KUU)
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