/ NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES /
MONTRÉAL, Jan. 7, 2022 /CNW Telbec/ – Hapbee Technologies, Inc. (TSXV: HAPB) (OTCQB: HAPBF) (FSE: HA1) (“Hapbee” or the “Company“), the Canadian-based wearable, wellness technology company and creator of the Hapbee headband is pleased to announce that it is engaging Proactive Investors North America Inc. (“Proactive“) and Maximus Strategic Consulting Inc. (“Maximus“) to provide marketing services (“Services“) to the Company.
The Company is engaging Proactive and Maximus to increase general market awareness for Hapbee within the North American investment community. Proactive and Maximus have agreed to comply with all applicable securities laws and the policies of the TSX Venture Exchange (the “Exchange“) in providing the Services. The agreements for the Services to be provided by Proactive and Maximus may include Investor Relations Activities as defined under the Policies of the Exchange, and each agreement may be subject to the approval of the Exchange.
The Company is engaging Proactive for an initial period of twelve months starting in January, 2022. In consideration for the services of Proactive, Hapbee has agreed to pay an aggregate amount of US$65,500 plus applicable taxes, payable in two equal amounts on January 30, 2022 and April 30, 2022. Proactive will provide editorial coverage of Hapbee’s news releases, generate feature articles based on interviews with company executives, and produce video interviews, with all content to be featured on Proactive websites and further distributed through Proactive’s multinational network of syndication partners. The Company and Proactive act at arm’s length, and Proactive has no interest, direct or indirectly, in the Company or its securities or any right or intent to acquire such an interest. The fee to be paid by the Company to Proactive is for the Services only.
Proactive is a leading multimedia news organization, investor portal and events management company with offices in Toronto, Vancouver, New York, London and Sydney. It operates financial websites providing breaking news, commentary and analysis on hundreds of listed companies, and syndicates content across a broad range of financial and general news portals. The Proactive video interview network spans seven broadcast studios and three continents. Please visit www.proactiveinvestors.com for additional information.
The Company is engaging Maximus for an initial period of six months starting in January, 2022. In consideration for the services of Maximus, Hapbee has agreed to pay an aggregate amount of C$150,000, plus applicable taxes, payable in three equal installments on January 15, February 1 and February 15, 2022. Maximus will assist Hapbee in working and communicating efficiently with the business community, including potential investors, journalists and newsletter writers as well as current shareholders to keep them informed and up-to-date on Hapbee’s activities. Maximus will produce and feature the video, and Hapbee’s subsequent new releases on the Pinnacle Digest website, their weekly email newsletter, and social media accounts. The Company and Maximus act at arm’s length, and Maximus has no interest, direct or indirectly, in the Company or its securities or any right or intent to acquire such an interest, other than Maximus’ current holdings of 1,285,000 subordinate voting shares of the Company (“Shares“) and convertible securities of the Company to acquire up to 510,000 Shares. The fee to be paid by the Company to Maximus is for the Services only.
Headed by Mr. Aaron Hoddinott, Maximus Strategic Consulting Inc., owner of PinnacleDigest.com, is based in Calgary, Alberta and assists companies in strategic marketing and communications with a focus on introducing its clients to broader institutional and retail investor audiences. Please visit https://www.maximusstrategic.com for additional information.
All fees payable described above are payable in cash and will be funded from the Company’s general working capital.
The Company had previously engaged Vancouver-based Equedia Network Corporation (“Equedia“) to provide a six-month media target reach program from November, 2020 to April, 2021. Equedia publishes an investment newsletter aimed at the financial community and provides advertising services to public companies to distribute their news releases or major announcements to Equedia’s distribution network. The services that Equedia provided were advertisements/banners on Equedia’s website, featured videos from the Company on Equedia’s website and links within content of Equedia’s other articles or publications that direct to the Company’s website. In consideration for the services provided by Equedia, the Company paid Equedia an amount equal to $37,500 per month in cash, plus applicable taxes, from the Company’s general working capital for a total payment of C$225,000 that was paid at the time the Company engaged Equedia. At the time of the Equedia engagement Equedia was, and continues to be, an Arm’s Length Party to the Company. Equedia and its affiliates held 4,316,666 Shares and convertible securities of the Company to acquire up to 833,332 Shares at the start of its engagement by the Company and still holds those securities. The Company understands that Equedia intends to participate in the second tranche of the Offering (defined below). The Company does not currently have any agreement with Equedia for any services.
Hapbee is also pleased to announce that due to strong investor demand, the Company has upsized the second tranche of the previously announced non-brokered private placement of units of the Company (“Units“) at a price of $0.30 per Unit (the “Offering) to up to $8 million.
Each Unit will consist of one Share and one subordinated voting share purchase warrant (each, a “Warrant“), with each Warrant entitling the holder thereof to acquire one Share for a period of three years from the closing of the Offering at an exercise price of $0.50 per Share.
The expiry date of the Warrants will be subject to prior acceleration following the closing of the Offering, at the discretion of the Company. As previously announced, if the Shares trade at or above $1.00 on the Exchange for a period of 10 consecutive trading days after the expiry of the four-month hold period, the Company may issue a news release accelerating the expiry date to 60 days after the filing of such news release.
The Company may pay a finder’s fee on the Offering within the maximum amount permitted by the policies of the Exchange.
Any net proceeds received by the Company from the Offering are intended to be used for product development, business development, working capital and general corporate purposes.
In addition, the Exchange has granted a 30-day extension to close the Offering.
Closing of the Offering is subject to certain customary conditions, including, without limitation, approval of the Exchange. The securities to be issued under the Offering will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Offering will be subject to a hold period which will expire four months and one day from the date of closing.
For more information about the Offering, please see the Company’s press releases dated November 5, 2021, November 10, 2021, November 25, 2021 and December 8, 2021, which are available under the Company’s SEDAR profile at www.sedar.com. Closing of the Offering is expected to occur in January 2022.
Canadian-based Hapbee is a wearable wellness technology company that aims to help people enhance how they feel. Powered by patented ultra-low radio frequency energy (ulRFE®) technology, Hapbee delivers low-power electromagnetic signals designed to produce sensations such as Happy, Alert, Focus, Relax, and others. The Company has offices in Montreal, Vancouver, Seattle and Phoenix.
Hapbee is available for purchase at Hapbee.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and application state securities laws.
Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws (also known as forward-looking statements). Forward-looking information involves known and unknown risks, uncertainties and other factors, and may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”, “intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information in this news release includes, but is not limited to, statements with respect to: the engagement of any person to provide the Services and the timing thereof; the payment of any funds for the Services and the source of such funds; the approval of the Exchange; Hapbee being able to complete the Offering in one tranche or subsequent tranches; the number of securities to be issued at closing of each tranche of the Offering and the gross proceeds received; the timing of the closing of each tranche of the Offering; the payment of any finders fees and the form thereof; the exercise of warrants; and the use of net proceeds from the Offering.
Forward-looking information is based on a number of key expectations and assumptions made by Hapbee, including, without limitation: the approval of the Exchange; the availability of Proactive and Maximus to provide the Services on the terms as anticipated; the COVID-19 pandemic impact on the Canadian and global economy and Hapbee’s business, and the extent and duration of such impact; Hapbee’s ability to complete the Offering; no material change will occur before Hapbee is able to complete the Offering; no change to laws or regulations that negatively affect Hapbee’s business; there will be a demand for Hapbee’s services and products in the future; all necessary approvals will be received and all conditions will be satisfied or waived; and Hapbee will be able to operate its business as planned. Although the forward-looking information contained in this news release is based upon what Hapbee believes to be reasonable assumptions, it cannot assure investors that actual results will be consistent with such information.
Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things, risks related to: that Hapbee will be able to complete its business objectives as anticipated; the impacts of the COVID-19 pandemic on the Canadian and global economy, Hapbee’s industry and its business, which may negatively impact, and may continue to negatively impact, Hapbee and may materially adversely affect its investments, results of operations, financial condition and Hapbee’s ability to obtain additional equity or debt financing, and satisfy its financial obligations; the ability for Hapbee to close the Offering; the ability for Hapbee to continue to list its Shares on the Exchange or another exchange; circumstances may change resulting in the use of proceeds; general economic conditions; future growth potential; prices of its securities; liquidity; tax risk; tax laws currently in effect remaining unchanged; ability to access capital markets; environmental matters; and changes in legislation or regulations. Management believes that the expectations reflected in the forward-looking information contained herein are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with such forward-looking information.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management’s current beliefs and is based on information currently available to Hapbee. The forward-looking information is stated as of the date of this news release and Hapbee assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
Neither 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.
SOURCE Hapbee Technologies Inc.