TORONTO, Feb. 12, 2020 (GLOBE NEWSWIRE) -- Kuuhubb Inc. (“Kuuhubb” or the “Company”) (TSX- V: KUU) is pleased to announce that Recolor Oy, a wholly-owned subsidiary of the Company has entered into a sale and purchase agreement (the “Agreement”) with Codecacao d.o.o (“Codecacao”), a company incorporated pursuant to the laws of Croatia. Pursuant to the Agreement, the Company will acquire 100% of the issued and outstanding shares of Codecacao in consideration for 1,000,000 common shares (“Kuuhubb Shares”) in the capital of the Company (the “Share Consideration”), payable in installments over a two-year period, and €150,000 (the “Transaction”). The Share Consideration shall be paid in tranches, with 250,000 Kuuhubb Shares payable after the closing date (the “Closing Date”), 50,000 Kuuhubb Shares payable after the sixth month from the Closing Date, 100,000 Kuuhubb Shares payable after the twelfth month from the Closing Date, and 100,000 Kuuhubb Shares payable after the twenty-fourth month from the Closing Date.
Completion of the Transaction is subject to a number of conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including acceptance from the TSX Venture Exchange and, if applicable, shareholder approval.
Related Party Transaction
Ms. Dragana Gucanin holds 50% of the issued and outstanding shares of Codecacao and is the chief executive officer of Recolor Oy, and accordingly, the proposed transaction 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 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 consideration for the transaction does not exceed 25 per cent of the Company’s market capitalization.
Kuuhubb is a publicly listed mobile game development and publishing company, targeting the female audience with bespoke mobile experiences. Our presence, investment and knowledge in esports enables us to bring emerging casual mobile esports to our apps and games portfolio. We create games and apps that help our female audience relax, express, and entertain themselves every day. We explore new lifestyle trends that can be converted into games and apps and offer our community unforgettable gaming and esports experiences. Our vision is to become a top player in the space of women's mobile gaming and casual esports. Headquartered in Helsinki, Finland, Kuuhubb has a global presence with a strong focus on the North American market and a plan to expand into the growing Asian market.
For further information, please contact:
Jouni Keränen - CEO
Office: +358 40 590 0919
Office: +1 (416) 479-9547
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 relating to future revenue and development, growth of the Company’s business and the closing of the Proposed Financing) 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, 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, failure to execute the definitive documentation in respect of, or complete, the Proposed Financing, the need to satisfy conditions precedent with respect to the Proposed Financing, the possibility that the completion of the Proposed Financing may be delayed or that the terms of the Proposed Financing may change, 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 7, 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.
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.