March 11, 2021
Toronto, Canada - 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 €1.5028). 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.