Toronto, Canada – July 10, 2017 - Kuuhubb Inc. (“Kuuhubb” or the “Company”) (TSX-V: KUU) announces that it has entered into an engagement agreement with Cormark Securities Inc. (“Cormark” or the “Agent”), who will act as agent, to carry out a best efforts private placement (the “Offering”) of subscription receipts (the “Subscription Receipts”) to be issued by the Company for aggregate gross proceeds of a minimum of C$15,000,000, at an issue price to be determined in the context of the market. The Company plans to use the net proceeds of the Offering to fund the proposed acquisition of Sumoing Oy (the “Acquisition”) and for general corporate purposes. Reference is made to the Kuuhubb press release issued on June 23, 2017 for additional information in respect of the proposed Acquisition.
Each Subscription Receipt will entitle the holder thereof to receive one common share of the Company, without payment of additional consideration or further action, upon the satisfaction of the escrow release conditions described below. The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among the Company, Cormark and a subscription receipt agent to be determined. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering, less the Agent’s reasonable out-of-pocket expenses, will be held in escrow and will be released to the Company if, not later than 90 days after the closing of the Offering, (i) all necessary corporate, regulatory, shareholder and other approvals or consents necessary for the completion of the Acquisition and for the issuance of all common shares issuable upon the exercise of the Subscription Receipts have been obtained, and (ii) all of the conditions precedent to the Acquisition shall have been satisfied or waived on terms reasonably acceptable to the Agent. If, prior to such date, these conditions are not met or the Company advises the Agent or announces to the public that it does not intend to proceed with the Acquisition, the subscription receipt agent will release the escrowed funds to the purchasers of Subscription Receipts and no common shares of the Company will be issued.
All securities issued pursuant to the Offering will be subject to a statutory four month hold period from the closing date of the Offering in accordance with Canadian securities legislation.
The Offering is expected to close on or about August 3, 2017, and is subject to certain conditions including, but not limited to, the Company’s receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Kuuhubb is a company active in the digital space that focuses mainly on lifestyle and mobile video game applications. Its strategy is to create sustainable shareholder value through acquisitions of proven, yet underappreciated, assets with robust long-term growth potential. Headquartered in Helsinki, Finland, the Company has a global presence with a strong focus on developing U.S. brand collaborations and Asian partnerships.
Cautionary Note Concerning Forward-Looking Information
This press release contains forward-looking information. 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 regarding the completion of the proposed Acquisition, the business of Sumoing Oy, and the completion of the Offering and the use of proceeds therefrom) 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, failure to complete the proposed Acquisition, failure to complete the Offering, the need to satisfy regulatory and legal requirements and other conditions with respect to the proposed Acquisition and the Offering, and the fact that the Company needs to raise financing to fund the purchase price payable to complete the proposed Acquisition. 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.
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Neither 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.