Kuuhubb Inc. announced a non-brokered private placement of 500 convertible debentures at a price of CAD 1,504.12 (€1,000) per debenture for the gross proceeds of CAD 752,060 (€500,000) on July 19, 2021. The debentures are unsecured in nature, having a face value of CAD 1,504.12 (€1,000) and bearing interest at a rate of 12% per annum, which will be calculated and payable quarterly. The transaction will be completed in two tranches. Each Debenture matures on October 17, 2021, 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 transaction, 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 company will also issue 10,000 common share purchase warrants of the Company per debenture, for a total of 5,000,000 warrants. Each warrant entitles the holder to purchase one share for a period of twenty-four months after closing at a price of CAD 0.10 per warrant share. In addition if the Debenture is redeemed or retracted in accordance with the terms therein; or the trading price of the Shares on the TSX Venture Exchange closes at a minimum of CAD 0.30 per Share for a period of ten 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 thirty days following the date upon which notice of the accelerated expiry date is provided to the holders of the Warrants, or 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 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 transaction is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval of the TSX Venture Exchange.

On the same day, the company received CAD 376,030 (€250,000) in its first tranche closing. The tranche included participation from returning investor Joki Capital Ou for an amount of CAD 150,412 (€100,000). In connection with the tranche, the company has issued a total of 2,500,000 warrants.