Kuuhubb Announces €500,000 Convertible Debenture Financing

TORONTO, July 19, 2021 /CNW/ - Kuuhubb Inc. ("Kuuhubb" or the "Company") (TSXV: KUU), a mobile game development and publishing company focused on providing the female audience with creative interactive gaming experiences, is pleased to announce a convertible debenture financing (the "Offering") for gross proceeds of €500,000. The Offering is composed of unsecured debentures ("Debenture") each having a face value of €1,000 and bearing interest at a rate of 12% per annum, which will be calculated and payable quarterly.

The Offering is composed of two tranches. The Company has completed the first tranche, resulting in aggregate gross proceeds to the Company of €250,000. Each Debenture matures on October 17, 2021 (the "Maturity Date"), unless the Debenture becomes due and is repaid prior to the Maturity Date pursuant to the terms of the certificate representing the Debentures, or the Debenture is converted into shares in the capital of Puzzle Studios OY, an indirect wholly-owned subsidiary of the Company, pursuant to the terms of the certificate representing the Debentures, which shares shall represent, assuming the completion of both tranches of the Offering, 25% of the outstanding share capital of Puzzle Studios OY, representing a valuation of €2,000,000. On the Maturity Date, the principal amount of the Debentures and any accrued and unpaid interest thereon shall be paid to each holder of Debentures by the Company in cash.

The subscribers under the Offering are one lender acting at arm's length 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 are also entitled to receive a bonus of 10,000 common share ("Share") purchase warrants ("Warrants") of the Company per Debenture, for a total of 5,000,000 Warrants. In connection with the completion of the first tranche, the subscribers received a total of 2,500,000 Warrants. Each Warrant entitles 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 general working capital purposes. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval of the TSX Venture Exchange.

Related Party Transaction

In connection with the Offering, Joki Capital Ou, a company owned by Jouni Keränen and Christian Kolster, acquired €100,000 principal amount of 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 transaction". 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 Capital Ou did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Early Warning Reporting Requirements

In connection with the closing of first tranche of the Offering, Joki Capital Ou acquired ownership of €50,000 principal amount of Debentures issued as part of the first tranche, representing 20% of the presently issued and outstanding Debentures. Joki Capital Ou also acquired ownership of 500,000 Warrants, representing 20% of the issued and outstanding Warrants. Immediately prior to these acquisitions, Joki Capital Ou did not own any Debentures or Warrants.

Following completion of the Offering, Joki Capital Ou now owns (i) 11,545,000 Common Shares (representing 17.32% of the presently issued and outstanding common shares of the Company); (ii) €50,000 principal amount of Debentures issued as part of the first tranche (representing 20% of the presently issued and outstanding Debentures); and (iii) 500,000 Warrants, (representing 20% of the issued and outstanding Warrants). Assuming the exercise in full of the Warrants, Joki Capital Ou would own approximately 17.94% of the issued and outstanding common shares of the Company on a partially diluted basis.

Joki Capital Ou has acquired the Debentures and the Warrants for investment purposes and may acquire further securities of Kuuhubb, or dispose of its holdings of securities of Kuuhubb, both as investment conditions warrant.

A copy of Joki Capital Ou's early warning report will appear on the Company's profile at www.sedar.com and may also be obtained from Jouni Keränen, CEO of the Company, at [phone] or [e-mail]. Joki Capital Ou 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.

About Kuuhubb

Kuuhubb 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.

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 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 thing: risks related to the growth strategy of the Company; the possibility that results from the Company's growth 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; the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on its business segments, capital market conditions, restrictions on labour and international travel and supply chains; and the other risks disclosed under the heading "Risk Factors" in the Company's management discussion and analysis for the twelve months ended June 30, 2020 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.

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.

SOURCE Kuuhubb Inc.

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