Curaleaf — Capital/Financing Update 2021

Jan 9, 2021

==> picture [48 x 56] intentionally omitted <==

Form 1

Start-Up Crowdfunding – Offering Document

Item 1: RISKS OF INVESTING

• 1.1 No securities regulatory authority or regulator has assessed reviewed or approved the merits of these securities or reviewed this Offering Document. Any representation to the contrary is an offence. This is a risky investment.

Item 2: THE ISSUER

• 2.1 Information for the Issuer:

• (a) Full legal name:

Hoovie Inc.

• (b) Head office address: 837A Keefer St

Vancouver, BC, V6A 1Y8, Canada

• (c) Telephone: 1 (236)- 988-9881

• (d) Fax:

  • N/A

• (e) Website URL: https://hoovie.movie

• 2.2 Information for a contact person of the Issuer who is able to answer questions from purchasers and security regulatory authority or regulator:

• (a) Full legal name:

Fiona Rayher

• (b) Position: Co-Founder and CEO

• (c) Business address: 837A Keefer St

Vancouver, BC, V6A 1Y8, Canada

• (d) Business telephone: 1 (236)- 988-9881

• (e) Fax:

N/A

• (f) Business e-mail: fiona@hoovie.movie

Item 3: BUSINESS OVERVIEW

• 3.1 Hoovie Inc. (“ Hoovie ”, the “ Issuer ”, the “ Company ”, the “ Corporation ”, “ Our ”, or “ We ) is building the world’s first social cinema platform: a ticketing and cinema platform that gives you everything you need to watch a movie with others and talk about it, face to face. We create an equitable source of income for independent filmmakers, using impactful film and interactive

1

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

technology to bring people together - turning faces into friends.

Hoovie is raising capital for technology enhancements, to expand on marketing and distribution, and to build out its key team.

A more detailed description of the Issuer’s business is provided below.

Item 4: MANAGEMENT

• 4.1 Provide the information in the following table for each promoter, director, officer and control person of the Issuer:

Full legal name municipality of residence and position at Issuer	Principal occupation for the last five years	Expertise, education, and experience that is relevant to the Issuer’s business	Number and type of securities of the Issuer owned	Date securities were acquired and price paid for the securities	Percentage of the Issuer’s securities held as of the date of this Offering Document
Fiona Rayher Vancouver, British Columbia Co-Founder, CEO, Control Person, and Director	Co-Founder and Director/Producer of award-winning film,Fractured Land(production company, Two Island Films). Also co-founder of social enterprise Gen Why Media.	Fiona is a filmmaker and entrepreneur. She earned a BA in Political Science and Communication from Simon Fraser University and studied social innovation at the University of Waterloo.	1,064,500 Common Shares	1,000,000 shares were allocated upon formation on June 6, 2017 for a total cost of $1.00. 64,500 shares were purchased from Hilary Henegar September 23, 2020 for a total cost of $0.20.	Undiluted: 65.97% Fully diluted: 53.43%
Barragga Bay Inc.(4) New York, New York Chairperson and Control Person	Executive Artistic Director of Onassis Foundation USA. Dramaturge, Consulting Curator of Theater de Welt. Board Member of Myer Family Investment.	Vallejo Gantner is a thought leader in the arts and culture sector having produced & developed countless performances (theatre, circus, dance, film) focusing on audience experience.	419,952 Common Shares	200,000 shares were allocated upon formation June 6, 2017 for a total cost of $0.20. Two SAFEs in the principal amount of USD $175,000.00 (Oct 3, 2017) and USD $33,566 (July 3,	Undiluted: 26.03% Fully diluted: 22.75%

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

	Board Member of Jianguo Pty Ltd. Board Member of Playking Foundation.	Vallejo is also an angel investor with board experience.		2018) converted into 219,952 shares on July 3, 2018.
Hilary Henegar Vancouver, British Columbia Co-Founder, Community Outreach Lead, and Director	Interim Managing Director, Pacific Legal Education and Outreach Society. Social Innovation Marketing & Communications Consultant, Contract-Basis. Business Development & Outreach Manager, Modo.	Hilary has experience in online marketing and community- building at Modo, where she helped build its online carsharing app community. Hilary graduated with a Bachelor of Fine Arts from New York University.	129,167 Common Shares	580,000 shares were allocated on December 1, 2017 for a total cost of $1.00. 193,333 shares repurchased by the Company August 1, 2020 upon resignation for a total cost of $0.34. 193,000 shares repurchased by the Company on September 23, 2020 for a total cost of $0.20. 64,500 shares were purchased by Fiona Rayher September 23, 2020 for a total cost of $0.20.	Undiluted: 8.00% Fully diluted: 6.48%

Notes:

• (1) Share ownership percentages are undiluted based on 1,613,619 Common Shares issued and outstanding as at the date of this Offering Document. See note 2 for warrants and note 3 for stock options issued as of the date of the Offering Document.

• (2) As of the date of the Offering Document the company has $50,000 USD non-interest bearing convertible note issued to Barragga Bay Inc., due November 2020, convertible into common shares at $1.50 USD per share. The Issuer also has a CAD $15,000 non-interest bearing convertible note due to an investor in December 2020, convertible into common shares at CAD $1.50 per share.

• (3) As of the date of this Offering Document the company has a stock option plan, effective December 1, 2017. The plan gives the right to the company to offer common share purchase options to

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

directors, officers, employees, and consultants, granted by the board or administrators of the stock option plan. As per Company’s stock option plan, one employee has an option to purchase 36,554 common shares of the company at an exercise price of $0.0001 per share. As of the date of this Offering Document no options have been exercised.

     - (4) The 100% owner of Barragga Bay is Vallejo Gantner, the Chairperson of Hoovie.

• 4.2 No person listed in item 4.1 or the Issuer, as the case may be:

• (a) has ever, pled guilty to or been found guilty of:

  • (i) a summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada,

  • (ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,

  • (iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, or

  • (iv) an offence under the criminal legislation of any other foreign jurisdiction,

• (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, selfregulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity,

• (c) is or has been the subject of a bankruptcy or insolvency proceeding,

• (d) is a director or executive officer of an Issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above.

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

Item 5: START-UP CROWDFUNDING DISTRIBUTION

• 5.1 The Issuer is using Silver Maple Ventures Inc., doing business as FrontFundr (“ FrontFundr “ funding portal ”, or the “ Agent ”), to conduct this Start-Up Crowdfunding Distribution (the “ Offering ”), facilitated by this Offering Document, Form 1 (the “ Offering Document ”).

• 5.2 The Issuer intends to raise funds in Alberta, British Columbia, Manitoba, Nova Scotia, New Brunswick, Ontario, Quebec, and Saskatchewan and make this Offering Document available in Alberta, British Columbia, Manitoba, Nova Scotia, New Brunswick, Ontario, and Saskatchewan.

• 5.3 With respect to the Start-Up Crowdfunding Distribution, the date before which the Issuer must have raised the minimum offering amount for the closing of the distribution, is no later than 90 days after the date this Offering Document is signed in Item 14.

• 5.4 The Issuer is offering a Simple Agreement for Future Equity (the “ SAFE ”) (the “ Securities ” or “ eligible securities ”), available through FrontFundr. The SAFE has a discount rate of 80% and a post-money valuation cap of CAD $5,000,000. Upon a conversion event, as described in the SAFE, the SAFE subscribers will receive common shares subject to the terms described in the Hoovie Inc. SAFE.

• 5.5 The eligible securities offered provide the following rights (further described in the SAFE):

• ☒ Voting rights: subject to the restrictions involved with the Adoption Agreement as outlined in the SAFE, (the “Adoption Agreement”) as described under item 5.6.

☒ Dividends or interests: upon conversion to common shares, holders are entitled to dividends at such times and in such amounts as the directors of Hoovie may in their discretion from time to time declare;

☒ Rights on dissolution: before the termination of this SAFE, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) in the SAFE) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

☒ Conversion rights: the SAFE is convertible into common shares at the SAFE price or discount price, whichever calculation results in a greater number of shares, as described further in the SAFE.

☒ Other: the SAFE further defines conversion events, company representations and warranties, investor covenants, representation, and warranties, and miscellaneous items that each investor is subject to.

• 5.6 Other material restrictions and conditions attached to the eligible securities:

• Each subscriber will be required to enter into an Adoption Agreement, unless otherwise waived by the Issuer, whereby the purchaser will be bound to any shareholders’ agreement between the Company and all of its shareholders as may exist at the time of such conversion and, without

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

limitation, an agreement to restrict voting rights, in the form of a voting trust agreement, power of attorney or similar, the wording to be specified at the time of an equity financing event, as described in the SAFE. The purpose of a voting trust, power of attorney, or similar is to grant the voting rights attached to the eligible securities issued to a voting trustee, as selected by the Issuer.

• Investors should note that a SAFE is an investment contract between a startup and an investor that gives the investor the right to receive equity of the company upon certain triggering events, as defined in the SAFE, see item 10 – Risk Factors for more information.

• 5.7 In a table, provide the following information:

	Total amount ($)	Total number of eligible securities issuable
Minimum offeringamount	$100,000	N/A
Maximum offeringamount	$1,000,000(1)	N/A
Priceper eligible security	N/A(2)

Notes:

• (1) The Issuer will continue to raise capital concurrently to this Offering using other available prospectus exemptions. While it is limited to raising $250,000, twice per calendar year, using this Start-up Crowdfunding Offering, it may raise more than $500,000 in the calendar year via such other available prospectus exemptions.

(2) The Issuer is offering a SAFE. See the SAFE for details on the conversion price.

• 5.8 The minimum investment amount per purchaser is $250. The Issuer may accept lesser subscription amounts in its sole discretion.

• 5.9 Note: The minimum offering amount stated in this Offering Document may be satisfied with funds that are unconditionally available to Hoovie Inc. that are raised by concurrent distributions using other prospectus exemptions without having to amend this Offering Document.

Item 6: ISSUER’S BUSINESS

• 6.1 In a world where independent cinema is under threat, co-founder Fiona Rayher came to Hoovie as a filmmaker, wanting to create a financially viable distribution stream for independent films to reach their highest potential through truly meaningful cinema experiences.

Hoovie is building the world’s first social cinema platform: a ticketing and cinema platform that gives you everything you need to watch a movie with others and talk about it, face to face. We create a source of income for independent filmmakers, using impactful film and interactive technology to bring people together.

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

Hoovie differentiates itself from others in the industry, such as Netflix Party, by offering more than video and chat. Hoovie offers a rewarding way to connect with others through film and compensate the people who build community (hosts) and create art (filmmakers) simultaneously.

Through our platform, ticket sales are distributed to film rights holders (60%) and Hoovie (40%). Alternatively, if a community group, organization, or individual cares about making or raising money, they have the option to keep 30% of ticket proceeds, in which case Hoovie receives 30% and film rights holders receive 40%. In either scenario, Hosts are able to enable Hoovie events as fundraisers through our added donation feature.

We are raising CAD $1 million to build and launch a more technologically sophisticated, interactive and automated platform, aimed at a younger audience; yet still remaining a mature platform for discourse and engagement. The focus will be: supporting people to build meaningful relationships through the Hoovie platform (e.g our Hoovie Movie Club feature and in-app community features).

• 6.2 The Issuer is incorporated under the laws of the Canada Business Corporations Act; its incorporation number is 1026719-8, and it was incorporated on 2017-06-06. The Issuer has been registered as an extraprovincial company under the Business Corporations Act on October 30, 2017. Its registration number is A0104063.

• 6.3 The issuer’s articles of incorporation are available upon request at support@frontfundr.com

• 6.4 The Issuer’s current status of operations:

• ☐ Has never conducted operations,

• ☒ Is in the development stage,

• ☒ Is currently conducting operations,

• ☐ Has shown profit in the last financial year.

• 6.5 Financial statements available upon request to support@frontfundr.com.

Information for purchasers: If you receive financial statements from an Issuer conducting a Start-Up Crowdfunding Distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this Offering Document. You should ask the Issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.

• 6.6 As of the date of the Offering Document, there are the following securities outstanding:

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

• 1,613,619 Class A Common Shares.

• $150,000 USD SAFE with a $3.5M USD valuation cap and 80% discount, issued to HO Fund 1, a series of DPI Capital LP, on February 12, 2020.

• $50,000 promissory note, at five (5%) percent interest, per annum, calculated annually, not in advance, payable monthly commencing on January 15, 2020, issued on December 2, 2019, with a final payment of the balance of the loan and any accrued interest owed due on December 15, 2026. The investor is Renewal Partners.

• $30,000 personally guaranteed Line of Credit from Business Development Bank of Canada (BDC).

• $15,000 personally guaranteed, 3.75% interest loan due on demand to Futurepreneur, issued November 2018.

• $10,000 personally guaranteed, prime + 3%, operating loan to Vancity, issued November 2018.

• $20,000 personally guaranteed, prime + 3%, 60-month variable term loan to Vancity, issued October 2018.

• $50,000 USD convertible note issued to Barragga Bay Inc., convertible into common shares, non-interest bearing, exercisable at $1.50 USD per share, maturing on November 2019.

• $15,000 CAD convertible note, convertible into common shares, non-interest bearing, exercisable at CAD$1.50 per share, maturing on December 17, 2019.

• $40,000 non-interest bearing contribution issued by Western Economic Diversification Canada, as a financial contribution under the Regional relief and Recovery Fund program stream for Hoovie’s operating costs to be received in the March 31, 2021 fiscal year end.

Item 7: USE OF FUNDS

• 7.1 Below is a description of all funds previously raised and how they were used by the Issuer:

The Company raised $265,672.62 by SAFE from Barragga Bay by SAFEs issued on June 6, 2017 and July 3, 2018; USD $50,000 by convertible note on November 2, 2019; $15,000 by convertible note on December 16, 2019, and USD $149,990 by SAFE on January 31, 2020.

These funds were used, between 2017 and 2020, for market research, platform development, salaries, marketing and general company expenses.

• 7.2 Breakdown of how the Issuer will use the funds from this Start-Up Crowdfunding Distribution:

Description of intended use of funds listed in order or priority	Total amount($)	Total amount($)
	Assuming minimum offeringamount	Assuming maximum offeringamount
Closingcosts	$9,000	$75,000

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

Campaign costs	$12,000	$20,000
Operations	$9,000	$130,000
Marketing& Business Development	$29,500	$250,000
Platform development	$30,000	$380,000
Catalog	$10,500	$145,0000
TOTAL	$100,000	$1,000,000

Item 8: PREVIOUS START-UP CROWDFUNDING DISTRIBUTIONS

• 8.1 The Issuer has not raised under a previous Start-Up Crowdfunding Distribution.

Item 9: COMPENSATION PAID TO FUNDING PORTAL

• 9.1 FrontFundr, acting as the funding portal and Agent has/will charge the following fees to the Issuer:

• Set up fees and other upfront costs:

  • $5,525 for onboarding and due diligence review;

• Trade fees (contingent on the Issuer raising the minimum amount and completing a close): o Cash compensation

   - FrontFundr may retain 7% of the gross proceeds or $40 per individual (or $100 per non-individual) that invests based on which of the amounts are greater, as commission (Subject to the below condition)
  
   - 2% of the gross proceeds for each subscriber listed in the Schedule S (protected list) who invests through FrontFundr’s on-line platform in an amount less than $100,000.00.
  

• Closing fees:

  • $750 closing fee, comprised of $250 for each of the following services, should the Issuer require said services: Preparing the Schedule 1 of the Report of Exempt Distribution, Preparing Directors Resolution, and Preparing Share Certificates

  • $1,500 filing fee for each closing that takes place and for which the Agent conducts a filing.

Item 10: RISK FACTORS

10.1 General Risks

There are certain risks inherent in an investment in the Common Share and in the activities of the Issuer, which investors should carefully consider before investing in the Common Share. The

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

following is a summary only of some of the risk factors. Prospective purchasers should review the risks relating to an investment in the Common Share with their legal and financial advisors.

The Issuer advises that prospective purchasers should consult with their own independent professional legal, tax, investment and financial advisors before purchasing the Common Share in order to determine the appropriateness of this investment in relation to their financial and investment objectives and in relation to the tax consequences of any such investment.

In addition to the factors set forth elsewhere in this Offering Document, prospective purchasers should consider the following risks before purchasing the Common Share. Any or all of these risks, or other as yet unidentified risks, may have a material adverse effect on the Issuer’s business, and/or the return to the purchasers.

10.2 Investment Risk

• a) Securities are Speculative - The securities offered hereunder must be considered highly speculative and an investment in such securities involves a high degree of risk. A potential subscriber should carefully consider the following risk factors in addition to the other information contained in this memorandum before purchasing Common Share and any underlying shares into which such Common Share is convertible (collectively, the “Securities”). Due to the nature of the business and the present stage of development of its business, the Issuer may be subject to significant risks. The Issuer’s actual operating results may be very different from those expected as at the date of this memorandum, in which the event the trading price of the Securities could decline, and a subscriber may lose all or part of his or her investment. The risk factors outlined below are not a definitive list of all risk factors associated with an investment in the Securities offered hereunder and investors are cautioned that they may lose their entire investment.

• b) Restrictions on Transfers; No Public Market - There is presently no public market for the Securities and none is expected to develop in the foreseeable future. The Securities are subject to substantial restrictions on transfer under securities laws and the Articles of the Issuer. Accordingly, the Securities may not be resold or otherwise transferred, except in accordance with the Articles of the Issuer or in accordance with such applicable Canadian securities laws. (See Item 12 – Resale Restrictions.)

• c) Value of Securities of the Issuer - The price for Securities of the Issuer is determined by management and may not bear any relationship to earnings, book value or other valuation criteria.

• d) Tax Matters - The return on a shareholder’s investment in his/her or its Securities is subject to changes in Canadian Federal and Provincial tax laws, as well as any other tax laws applicable to the shareholders. There can be no assurance that the tax laws will not be changed in a manner

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

which will fundamentally alter the tax consequences to investors of holding or disposing of Securities.

• e) Dilution - After completion of the Offering, then existing shareholders may have their interests diluted. The exercising of outstanding stock options or warrants shall also have a dilutive effect on the interests of the new purchasers of the Securities. Moreover, in the event the Issuer requires additional equity financing pursuant to the Securities offered under the Offering, purchasers of the additional Securities may experience further dilution to the extent that such Securities may be issued for a value less than the price paid for conversion of shares acquired hereunder.

10.3 Issuer Risks

• a) No assurance - There is no guarantee that the Issuer will achieve its investment objective or earn a positive return.

• b) Management and Personnel Risks - The Issuer’s business will be significantly dependent on the Issuer’s management team including outside management advisors and consultants. The loss of the Issuer’s officers, other employees, advisors or consultants could have a material adverse effect on the Issuer. The Issuer’s success depends, in part, on its ability to attract and retain key, technical, management and operating personnel, including consultants and members of the Issuer’s Board. The Issuer needs to develop sufficient expertise and add skilled employees or retain consultants in areas such as research and development, sales, and marketing in order to successfully execute its business plan. The Issuer may be unable to attract and retain qualified personnel or develop the expertise needed in these areas. If the Issuer fails to attract and retain key personnel it may be unable to execute its business plan and its business could be adversely affected. As of the date of this offering, the Issuer does not maintain key man insurance on any member of its management.

• c) No History of Dividends or Plan to Pay Dividends - The Issuer has never paid a dividend nor made a distribution on any of their securities. Further, the Issuer may never achieve a level of profitability that would permit payment of dividends or other forms of distribution to its shareholders. Given the stage of the Issuer’s business, it will likely be a long period before the Issuer could be in a position to declare dividends or make distributions to its investors. The payment of any future dividends by the Issuer will be at the sole discretion of the Issuer’s management. Holders of shares will be entitled to receive dividends only when, as, and if, declared by the Issuer’s Board.

• d) Inability to Manage the Potential Growth of the Business - The Issuer may be subject to growthrelated risks including capacity constraints and pressure on its internal systems and controls. The ability of the Issuer to manage growth effectively will require it to continue to implement and improve its operations and financial systems and to expand, train, and manage its employee base.

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

The inability of the Issuer to deal with potential growth could have a material adverse impact on its business, operating results, financial condition or profitability. Any expansion of operations the Issuer may undertake will entail risks; such actions may involve specific operational activities, which may negatively impact the profitability of the Issuer. Consequently, shareholders must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Issuer at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from any other operations, all of which factors may have a material adverse effect on the Issuer’s present and prospective business activities

• e) Further Need for Debt or Equity Financing - The Issuer may have to sell additional securities including, but not limited to, shares or some form of convertible security, the effect of which will result in a dilution of the equity interests of any existing shareholders. The Issuer may also need to raise capital by incurring long term or short-term indebtedness in order to fund its business objectives. This could result in increased interest expense or decreased net income. Security holders are cautioned that there can be no assurance as to the terms of such financing and whether such financing will be available. Moreover, the Issuer’s articles do not limit the amount of indebtedness that the Issuer may incur. The level of the Issuer’s indebtedness could impair its ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

• f) Development Stage of Business Risks - The Issuer has only a limited history upon which an evaluation of its prospects and future performance can be made. The Issuer’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Issuer’s success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry and the development of a customer base. There is a possibility that the Issuer could sustain losses into the future. If the Issuer is unable to generate revenues or profits, investors might not be able to realize returns on their investment or prevent the loss of their investment.

• g) Forward-Looking Statements and Information May Prove Inaccurate - Investors are cautioned not to place undue reliance on forward-looking statements and information. By its nature, forwardlooking statements and information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements and information or contribute to the possibility that predictions, forecasts, or projections will prove to be materially inaccurate.

• h) Competition Risks - If the Issuer fails to compete effectively against larger, more established companies with greater resources, then its business may suffer. There can be no assurance that the Issuer’s current or future products or services and the results of the Issuer’s ongoing research and

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

development efforts will result in products or services that will be viable for any commercial applications and, if viable, that potential customers will utilize the Issuer’s products and services for the purposes intended. Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could materially and adversely affect the Issuer’s business. The Issuer may not be able to compete successfully against current and future competitors and the failure to do so would harm the Issuer’s business.

• i) Cyber security risk - Cyber security risk is the risk of loss and liability to an organization resulting from a failure or breach of the information technology systems used by or on behalf of the organization and its service providers, including incidents resulting in unauthorized access, use or disclosure of sensitive, regulated or protected data. The use of the internet and information technology systems by the Issuer and their service providers may expose the Issuer to potential loss or liability arising from cyber security incidents.

• j) Litigation risk - The Issuer may be subject to litigation arising out of its operations. Damages claimed under such litigation may be material, and the outcome of such litigation may materially impact the Issuer’s respective operations, and the value of the shares. While the Issuer will assess the merits of any lawsuits and defend such lawsuits accordingly, the Issuer may be required to incur significant expense or devote significant financial resources to such defenses. In addition, the adverse publicity surrounding such claims may have a material adverse effect on the Issuer’s operations.

• k) Inability to License Other Intellectual Property Rights - The technology of the Issuer may require the use of other existing technologies and processes, which are currently, or in the future, will be, subject to patents, copyrights, trademarks, trade secrets or other intellectual property rights held by other parties, in which case the Issuer will need to obtain one or more licenses to use those other technologies. If the Issuer is unable to obtain licenses, on reasonable commercial terms, from the holders of such other intellectual property rights, it could be required to halt development and manufacturing or redesign its technology, failing which it could bear a substantial risk of litigation for misuse of the other technologies. In any such event, the business and operations of the Issuer could be materially adversely affected.

• l) Failure to retain current customers and/or recruit new customers - Our success, and our ability to increase revenue and operate profitably, depends in part on our ability to acquire new customers and retain existing customers, so that they continue to purchase the Company's products. We may fail to acquire or retain customers across our distribution channels due to negative value and quality perceptions, a lack of new and relevant products or failure to deliver customers' orders in a timely manner

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

• m) General Economic Conditions - The financial success of the Issuer may be sensitive to adverse changes in general economic conditions in Canada, such as war, terrorist attacks, recession, inflation, labour disputes, demographic changes, weather or climate changes, unemployment and interest rates. There is no assurance that the Issuer will be successful in marketing any of its products, or that the revenues from the sale of such products will be significant. Consequently, the Issuer’s revenues may vary by quarter, and the Issuer’s operating results may experience fluctuations.

• n) Management Discretion as to Application of Proceeds - The net proceeds from this Offering will be used for the purposes described under “Item 7: USE OF FUNDS”. The Issuer reserves the right to use the funds obtained from this Offering for any general business purposes and such other purposes not presently contemplated which it deems to be in the best interests of the Issuer and its shareholders. As a result of the foregoing, the success of the Issuer may be substantially dependent upon the discretion and judgment of the Issuer’s management with respect to application and allocation of the net proceeds of the Offering. Investors will be entrusting their to the Issuer’s management, upon whose judgment and discretion, the investors must depend.

• o) Brand Value – The Issuer’s success largely depends on its ability to maintain and grow the value of Hoovie. Maintaining, promoting and positioning its brands and reputation will depend on, among other factors, the success of our offerings, marketing and merchandising efforts and its ability to provide a consistent, high-quality customer experience. Brand value is based on perceptions of subjective qualities, and any incident that erodes the loyalty of customers, including adverse publicity or a governmental investigation or litigation, could significantly reduce the value of its brand and adversely affect its business, results of operations and financial condition

10.4 Other Risks

In addition to the risk factors described throughout Item 10, in January 2020, the World Health Organization (“WHO”) declared a Public Health Emergency of International Concern due to a novel virus (“COVID-19”) and in March 2020, declared it a pandemic. The global spread of COVID-l9 has created significant worldwide operational and economic volatility, uncertainty, and disruption. The extent to which COVID-19 will impact the Company’s ability to raise the required capital to implement its proposed building plans, as well as continue with its sales and marketing efforts of Hoovie, depends on certain developments, including but not limited to the duration and spread of the outbreak, impact on the Company’s customers and its sales cycles, and its ability to attract capital, all of which is highly uncertain, rapidly changing, and cannot be accurately predicted. Management is uncertain of the effects of these changes on its risks and there is uncertainty about the duration and potential impact of COVID-19 on the Company’s operations.

Item 11: REPORTING OBLIGATIONS

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

• 11.1 The Issuer is not a “reporting Issuer” in any jurisdiction in Canada. As a corporation formed under the Canadian Business Corporations Act, the Issuer is required to provide shareholders with financial statements and any further information respecting to the financial position of the corporation and the results of its operations as may be required by the Canada Business Corporations Act.

Item 12: RESALE RESTRICTIONS

• 12.1 The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.

Item 13: PURCHASERS’ RIGHTS

• 13.1 If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer.

You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this Offering Document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.

The offering of securities described in this Offering Document is made pursuant to a start-up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the Issuer from the prospectus requirement.

Item 14: DATE AND CERTIFICATE

• 14.1 On behalf of the Issuer, I certify that the statements made in this Offering Document are true.

• 14.2 Authorized Signatory:

09 / 29 / 2020 Signature: _____ Date: _________ Fiona Rayher CEO and Co-Founder Hoovie Inc.

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

• 14.3 I acknowledge that I am signing this Offering Document electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding.

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

Questions:

Refer any questions to the following participating jurisdictions:

Alberta	Alberta Securities Commission
	Suite 600, 250–5th St. SW
	Calgary, Alberta, T2P 0R4
	Telephone: 403-297-6454
	Toll-Free: 1-877-355-0585
	Fax: 403-297-6156
	Email: inquiries@asc.ca
	https://www.albertasecurities.com/
British Columbia	British Columbia Securities Commission
	P.O. Box 10142, Pacific Centre
	701 West Georgia Street
	Vancouver, British Columbia V7Y 1L2
	Telephone: (604) 899-6854
	Toll free in Canada: 1-800-373-6393
	Facsimile: (604) 899-6581
	E-mail: inquiries@bcsc.bc.ca
	www.bcsc.bc.ca
Manitoba	The Manitoba Securities Commission
	500 - 400 St Mary Avenue
	Winnipeg, Manitoba R3C 4K5
	Telephone: 204-945-2548
	Toll free in Manitoba: 1-800-655-2548
	Fax: 204-945-0330
	E-mail: exemptions.msc@gov.mb.ca
	www.mbsecurities.ca
New Brunswick	Financial and Consumer Services Commission
	85 Charlotte Street, Suite 300
	Saint John, New Brunswick E2L 2J2
	Toll free: 1-866-933-2222
	Fax: 506-658-3059
	E-mail: emf-md@fcnb.ca
	www.fcnb.ca

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

Nova Scotia	Nova Scotia Securities Commission
	Suite 400, 5251 Duke Street
	Halifax, Nova Scotia B3J 1P3
	Telephone: 902-424-7768
	Toll free in Nova Scotia: 1-855-424-2499
	Fax: 902-424-4625
	E-mail: nssc.crowdfunding@novascotia.ca
	nssc.novascotia.ca
Ontario	Ontario Securities Commission
	20thFloor, 20 Queen Street West
	Toronto, Ontario M5H 3S8
	Telephone: 416-593-8314
	Toll Free: 1-877-785-1555
	Fax: 416-593-8122
	Email: inquiries@osc.gov.on.ca
	https://www.osc.gov.on.ca/
Québec	Autorité des marchés financiers
	Direction du financement des sociétés
	800, rue du Square-Victoria, 22nd floor
	P.O. Box 246, Tour de la Bourse
	Montréal, Québec H4Z 1G3
	Telephone: 514-395-0337
	Toll free in Québec: 1-877-525-0337
	Fax: 514-873-3090
	E-mail: financement-participatif@lautorite.qc.ca
	www.lautorite.qc.ca
Saskatchewan	Financial and Consumer Affairs Authority of Saskatchewan
	Securities Division
	Suite 601 - 1919 Saskatchewan Drive
	Regina, Saskatchewan S4P 4H2
	Telephone: 306-787-5645
	Fax: 306-787-5842
	E-mail: exemptions@gov.sk.ca
	www.fcaa.gov.sk.ca

9

Doc ID: 8ca2bf7d0d939244452eaa30019df89081e1dd3c

Audit Trail

Title Offering document File Name Hoovie Offering D...ber 29 2020).docx Document ID 8ca2bf7d0d939244452eaa30019df89081e1dd3c Audit Trail Date Format MM / DD / YYYY Status Completed

==> picture [103 x 12] intentionally omitted <==

==> picture [64 x 63] intentionally omitted <==

==> picture [64 x 63] intentionally omitted <==

==> picture [64 x 63] intentionally omitted <==

==> picture [64 x 63] intentionally omitted <==

09 / 29 / 2020 Sent for signature to Fiona Rayher (fiona@hoovie.movie) from 14:27:50 UTC-8 agreements@frontfundr.com IP: 24.80.191.73 09 / 29 / 2020 Viewed by Fiona Rayher (fiona@hoovie.movie) 14:39:20 UTC-8 IP: 174.6.24.137 09 / 29 / 2020 Signed by Fiona Rayher (fiona@hoovie.movie) 14:46:19 UTC-8 IP: 174.6.24.137 09 / 29 / 2020 The document has been completed. 14:46:19 UTC-8