New Wave Holdings Corp. (the “Company” or “New Wave”) (CSE:SPOR, FWB: 0XMB, OTCPK: TRMNK) is pleased to announce that it has entered into a Letter of Intent (the “LOI”), dated effective February 15, 2022, to acquire all of the outstanding share capital of a private British Columbia corporation (“BCCO”) and indirectly acquire Convergency LLC d/b/a BlockSt, (“BlockSt”) a Florida corporation (the “Proposed Transaction”).
BlockSt was created to compile both a curated marketplace, general NFT marketplace, as well as a social media outlet, into one space. NFT marketplaces are platforms where NFTs can be stored, displayed, traded and in some cases minted (created). These NFTs are minted across numerous different blockchains. The native marketplace that BlockSt has built brings all of these blockchains together. This means that a project built on the Ethereum network, and a project built on another network such as Solana, can be bought and sold in the same place. This concept remains true for every single compatible blockchain. Users also have the ability to bridge these tokens between the different blockchains. To date, any relevant network where NFTs can be minted and stored are compatible with the BlockSt platform.
Proposed Transaction Terms
Under the terms of the LOI, in consideration for all outstanding share capital of BCCO, the Company is expected to issue 23,500,000 common shares (“Consideration Shares”) to the existing security holders of BCCO at a deemed price of $0.75 per Consideration Share. In addition, the Company may issue up to an additional 3,000,000 common shares (the “Performance Shares”) in the event that certain future milestones are achieved by BlockSt. The Consideration Shares and the Performance Shares will not be subject to any hold periods under applicable securities laws.
Completion of the Proposed Transaction remains subject to a number of conditions, including: the satisfactory completion of due diligence; the receipt of any required regulatory approvals; the negotiation of definitive documentation; and the receipt of a third party valuation of BCCO. The Proposed Transaction cannot be completed until these conditions have been satisfied. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all.
The Company is at arm’s length from BCCO and each of its shareholders. The Proposed Transaction is not expected to constitute a Fundamental Change for the Company (as defined in the policies of the Canadian Securities Exchange), nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. The Company may pay finders’ fees or commissions to eligible arm’s-length third-parties in connection with the Proposed Transaction.
About New Wave Holdings Corp.
New Wave Holdings Corp. (CSE: SPOR, FWB: 0XMB, OTCPK: TRMNF) is an investment issuer that has been focused on supporting innovative and fast-growing companies within the esports, NFT, Metaverse, Blockchain, and Web3 sectors.
Investors interested in connecting with New Wave Holdings can learn more about the company and contact the team at http://newwavecorp.com.
For further information please contact: Willie Tsang, Interim Chief Executive Officer, New Wave Holdings Corp., willie@newwavecorp.com
ON BEHALF OF THE BOARD of DIRECTORS
Ravinder Kang
Director
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
The Canadian Securities Exchange has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The securities to be issued in connection with the Proposed Transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the potential acquisition of BCCO, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
