/ 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.
Proactive
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.
Maximus
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.
Equedia
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.
Financing Update
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.
About Hapbee
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.
Forward-Looking Information
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.