TORONTO, March 10, 2021 (GLOBE NEWSWIRE) -- 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 Kuuhubb
Kuuhubb 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 – CEO
jouni@kuuhubb.com
Office: +358 40 590 0919
Bill Mitoulas
Investor Relations
bill@kuuhubb.com
Office: +1 (416) 479-9547
