Kuuhubb Inc. (formerly Delrand Resources Limited) announces closing of acquisition of Kuuhubb OY
June 15, 2017
Trading to commence on the TSX Venture Exchange under the symbol KUU.V
Toronto, Canada – June 15, 2017
– KuuHubb Inc. (formerly Delrand Resources Limited) (the “Company
”) is pleased to announce that it has completed the acquisition (the “Acquisition
”) of all of the outstanding shares of KuuHubb Oy (“KuuHubb
”) in exchange for the issuance by the Company to KuuHubb’s shareholder of a total of 9,800,000 common shares of the Company (each, a “Common Share
”) pursuant to a share exchange agreement entered into between the Company, KuuHubb and KuuHubb’s shareholder, as detailed in the Company’s press release of January 20, 2017. All of the issued and outstanding shares of KuuHubb were owned by Joki Capital Ou, an Estonian company owned and controlled by Jouni Keränen and Christian Kolster. As a result of the Acquisition, Joki Capital Ou owns 9,800,000 Common Shares representing approximately 28.9% of the issued and outstanding Common Shares of the Company (including the shares issued upon conversion of the subscription receipts (the “Subscription Receipts
”) issued pursuant to the Concurrent Offering (as defined below)).
The completion of the Acquisition constitutes a change of business transaction as defined pursuant to the policies of the TSX Venture Exchange (the “Exchange
”), and upon issuance of the final Exchange bulletin on June 15, 2017, the Company' will commence trading on the Exchange as a Tier 2 technology issuer under the symbol “KUU.V” effective at the opening on Friday, June 16, 2017.
The Company obtained the requisite shareholder approval through written consents from a majority of its shareholders to complete the Acquisition. Reference is made to the press releases of the Company issued on January 20, 2017, May 24, 2017, June 2, 2017 and June 7, 2017 (the “Press Releases
”), and the Company’s filing statement dated May 30, 2017 (the “Filing Statement
”) filed on the Company’s SEDAR profile, for additional information in respect of the Acquisition.
In connection with the closing of the Acquisition, the Company has also changed its name from “Delrand Resources Limited” to “KuuHubb Inc.”.
Concurrent Offering of Subscription Receipts
In connection with the Acquisition and as disclosed in the June 7, 2017 Press Release, the Company completed its previously announced brokered private placement (the “Concurrent Offering
”) of Subscription Receipts led by Maison Placements Canada Inc., as sole agent, which resulted in the sale of 7,593,750 Subscription Receipts at a price of CDN$0.80 per Subscription Receipt, for aggregate gross proceeds of CDN$6,075,000. The Subscription Receipts have now been converted into Common Shares following completion of the Acquisition, resulting in the issuance of 7,593,750 Common Shares of the Company. Full details of the Concurrent Offering can be found in the Company’s June 7, 2017 Press Release.
Further details of the Acquisition
As a result of the Acquisition and Concurrent Offering, the Company has a total of 33,906,575 Common Shares outstanding, and will reserve for issuance 2,700,000 Common Shares in respect of stock options and 2,935,000 Common Shares in respect of warrants. As well, 2,600,000 Common Shares are reserved for issue in respect of an outstanding convertible debenture of the Company. An aggregate of 15,759,036 Common Shares are subject to escrow pursuant to Exchange escrow requirements.
As a result of the Acquisition, KuuHubb has become a wholly-owned subsidiary of the Company, and through a wholly-owned subsidiary of KuuHubb, Kemojo KuuHubb Studios Inc., a corporation existing under the laws of British Columbia, the Company will carry on the business of KuuHubb of the development, marketing and distribution of online games for mobile, PC and tablet platforms, and providing related services, all as described in more detail in the Filing Statement.
The board of directors and management of the Company following the Acquisition are now comprised of:
Jouni Keränen - President, Chief Executive Officer and a Director
Christian Kolster - Executive Vice President and a Director
Maurice J. Colson - Director
Arnold T. Kondrat - Director
Zhengquan (Philip) Chen - Director
Donat K. Madilo - Chief Financial Officer
Pasi Piipponen - Chief Operating Officer
Geoffrey G. Farr - Corporate Secretary and a Director
Further details about the Acquisition are available in the Company’s Filing Statement filed on SEDAR. The summary of the Acquisition set out herein is qualified in its entirety by reference to the description of the Acquisition in the Filing Statement.
As a result of the Acquisition, Joki Capital Ou (“Joki
”), an Estonian company owned and controlled by Jouni Keränen and Christian Kolster, directors of the Company following completion of the Acquisition, owns 9,800,000 Common Shares of the Company, representing approximately 28.9% of the Company’s issued and outstanding Common Shares, on a non-diluted basis. Prior to the Acquisition, Joki did not own any securities of the Company. The Common Shares were acquired by Joki for investment purposes. Joki has a long-term view of the investment and may acquire additional securities of the Company either on the open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. This portion of the press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters (the “Early Warning Report”). A copy of the Early Warning Report will appear on the Company’s profile on SEDAR.
For further information, please contact:
Arnold T. Kondrat, Director, (416) 366-2221 or 1-800-714-7938.