Kuuhubb Announces Withdrawal of Shareholder Requisition and Director Changes
February 27, 2019
Toronto, Canada – Kuuhubb Inc. (TSX- V: KUU), a mobile game development, and publishing company, targeting a female audience with bespoke mobile experiences, announces that it has reached an amicable settlement (the “Amicable Settlement”) with the shareholders of the Company (the “Dissident Shareholders”) that had sent a shareholder requisition (the “Requisition”) to the Company on January 9, 2019 and certain current and former directors and other related parties of the Company, namely Arnold Kondrat, Maurice Colson and Finhub Acquisition Inc. (the “Canadian Parties”) and Geoffrey Farr.
As part of the Amicable Settlement:
- the Dissident Shareholders have withdrawn the Requisition and have agreed to not solicit proxies, directly or indirectly, in connection with the annual and special meeting of shareholders of the Company scheduled for April 4, 2019 (the “AGM”);
- the Dissident Shareholders have the right to nominate one independent director for election at the AGM and at each annual meeting of shareholders of the Company held during the Standstill Period (as defined below), as long as they continue to collectively own, together with Mr. Kondrat, no less than 10% of the issued and outstanding common shares of the Company (“Common Shares”);
- to facilitate the transition to the new board of directors of the Company (the “Board”), Arnold Kondrat has agreed to not stand for re-election at the AGM;
- the Canadian Parties and the Dissident Shareholders have all agreed to a standstill covenant for a period of two years (the “Standstill Period”) pursuant to which they shall not, among other things, engage in any solicitation of proxies with respect to the voting of securities of Kuuhubb or seek, alone or in concert with others, to make a bid for or requisition or call a meeting of securityholders of Kuuhubb, to nominate any candidate for election to the Board (other than pursuant to the Amicable Settlement) or to otherwise alter the composition of the Board;
- the Company has agreed to pay or reimburse all fees, loans and expenses owed to the Dissident Shareholders, the Canadian Parties and Mr. Farr, including by issuing Common Shares to each of Messrs. Colson and Farr at a price per Common Share equal to the market price of the Common Shares (within the meaning of the policies of the TSX Venture Exchange) as of the date hereof in satisfaction of $92,300 in aggregate in director fees and other salary owed by the Company to Messrs. Colson and Farr.
“We are happy that we were able to reach a settlement and look forward to focusing on developing Kuuhubb’s products and creating growth and value for our shareholders”, said Jouni Keranen, CEO of Kuuhubb.
Notwithstanding the Amicable Settlement and the withdrawal of the Requisition, the AGM is expected to be held as planned on April 4, 2019 to, among other things, elect the directors of the Company.
Kuuhubb also announces that Garner Bornstein has been appointed to the Board. Mr. Bornstein is the founder and CEO of Breethe, a meditation lifestyle app, which has grown to several million users. Mr. Bornstein previously co-founded Airborne Mobile, one of North-America’s first mobile content developers and publishers. Airborne was sold in 2005 to Cybird Co. Ltd., a publicly traded Japanese mobile content publisher.