The Board of Kona Bay Technologies Inc. (TSXV:KBY) announced the spin-off of the online advertising business on January 12, 2017. As of February 28, 2017, an arrangement agreement was entered into. In a related transaction, the Board of Kona Bay Technologies Inc. announced the spin-off of the software business on January 12, 2017. Under the terms of the agreement, the business will be spun off into independent publicly traded company to be named Hapuna Ventures Inc. The shareholders of Kona Bay Technologies Inc. will receive one share of spun off entity for each share of Kona Bay Technologies Inc. The terms of the existing warrants will be amended to entitle the holder to receive, upon due exercise of the warrants, one share of Ad Co for each share of Kona Bay Technologies Inc. that the holder was entitled to receive on exercise of the warrants prior to the arrangement. The terms of the existing debentures will be amended to entitle the holder to receive, upon due conversion of the debentures, one share of Ad Co for each share of Kona Bay Technologies Inc. that the holder was entitled to receive on conversion of the debentures prior to the arrangement. The arrangement is subject to customary conditions and regulatory approvals. The Board of Kona Bay Technologies Inc. approved the transaction. It is expected that the arrangement will close in the first half of 2017. On April 24, 2017, the transaction received unanimous approval from the shareholders of Kona Bay Technologies. As of April 28, 2017, the supreme court of British Columbia granted the final order approving the deal. The online advertising business will be spin out into Hapuna Ventures Inc.