Kuuhubb Announces US$1.3 Million Non-Convertible Debenture Financing
TORONTO, Sept. 23, 2020 (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 a proposed non-convertible debenture financing (the “Offering”) for gross proceeds of up to US$1,300,000. The Offering will be composed of secured debentures (“Debenture”), and each Debenture will have a face value of US$29,500.
Each Debenture shall mature twenty-four (24) months from the date of closing (the “Maturity Date”) and bear interest at a rate of 12% per annum, which will be calculated and payable quarterly. The payment of the Debentures shall be secured by a security interest granted by the Company in respect of certain intellectual property licences held by a wholly-owned subsidiary of the Company.It is expected that the subscribers under the Offering will be one lender acting at arm’s to the Company and Joki Capital Ou, a non-arm’s length party to the Company owned wholly by Messrs. Jouni Keränen and Christian Kolster.Subscribers to the Offering will be entitled to receive a bonus of 50,000 common share (“Share”) purchase warrants (“Warrants”) of the Company per Debenture. Each Warrant shall entitle the holder to purchase one Share (“Warrant Share”) for a period of twenty four months after closing at a price of CAD$0.10 per Warrant Share. In addition if (i) the Debenture is redeemed or retracted in accordance with the terms therein; or (ii) the trading price of the Shares on the TSX Venture Exchange (“TSXV”) closes at a minimum of CAD$0.30 per Share for a period of ten (10) consecutive trading days, the Company may, upon the written consent of the holder of the Warrant, accelerate the expiry date of the Warrants to the date which is (a) thirty (30) days following the date upon which notice of the accelerated expiry date is provided to the holders of the Warrants, or (b) such other date as may be mutually agreed upon between the Company and the holders of the Warrants.The Debentures, the Warrants, and Warrant Shares, if issued, 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 Company intends to use the proceeds from the Offering for business development and general working capital purposes.The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including final approval of the TSX Venture Exchange and applicable securities regulatory authorities.Related Party TransactionIn connection with the Offering, it is anticipated that Joki Capital Ou, a company owned by Jouni Keränen and Christian Kolster, will acquire four (4) Debentures. This is 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 is relying 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 Capital Ou does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.About KuuhubbKuuhubb 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.For further information, please contact:Kuuhubb Inc.
Jouni Keränen – CEO
Office: +358 40 590 0919Bill Mitoulas
Office: +1 (416) 479-9547Cautionary Note Concerning Forward-Looking InformationNeither 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.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 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 statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. 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 ability of the Company to complete the financing, 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, future business development of the Company and the other risks disclosed under the heading “Risk Factors” in the Company’s annual information form dated November 8, 2018 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.