New Wave signs letter of intent to acquire Pawtocol Holdings

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES NEWSWIRE OR FOR BROADCAST SERVICES IN THE UNITED STATES

VANCOUVER, British Columbia, November 25, 2021 (GLOBE NEWSWIRE) – New Wave Holdings Corp. (the “Company” or “New Wave”) (CSE: SPOR, FWB: 0XM2, OTCPK: TRMNF) is pleased to announce that it has entered into a Letter of Intent (the “Letter of Intent“), dated November 2021, to acquire all of the outstanding share capital of a private British Columbia corporation (“BCCO“) and indirectly acquire Pawtocol Holdings Corporation (“Pawtocol“), a Delaware corporation (the”Proposed operation“).

Pawtocol, powered by blockchain technology, is the first pet platform of its kind. Pawtocol connects the physical lives of pets and animal owners with the rapidly expanding digital universe to create the world’s most advanced pet community. For the first time, pet owners are able to have complete control over and use their information in meaningful ways – improving their lives, the lives of their pets, and the lives of millions of other members of the family. the pet community around the world.

As part of its robust ecosystem, Pawtocol will also revolutionize the way pets will exist in the Metaverse. Pawtocol is committed to providing its users with an affordable NFT creation, which will allow them to create NFTs of their pets that can live in the Metaverse forever.

Proposed transaction terms

Pursuant to the letter of intent, in consideration for all of the outstanding share capital of BCCO, the Company is expected to issue 15,000,000 common shares (“Counterpart actions) To existing holders of BCCO securities at a deemed price of $ 0.35 per counterpart share. The counterpart shares will not be subject to any hold period under applicable securities laws.

Completion of the Proposed Transaction remains subject to a number of conditions, in particular: satisfactory completion of due diligence; receipt of all required regulatory approvals; negotiation of final documentation; and receipt of a third party assessment from BCCO. The Proposed Transaction cannot be completed until these conditions have been met. There can be no assurance that the proposed transaction will be completed as intended or at all.

The Company deals at arm’s length with BCCO and each of its shareholders. The proposed transaction is not expected to constitute a fundamental change to the Company (as defined in the policies of the Canadian Securities Exchange), nor result in a change of control of the Company, within the meaning of applicable securities laws and regulations. policies of the Canadian Securities Exchange. The Company may pay brokerage 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: 0XM2, OTCPK: TRMNF) is an investment issuer focused on the esports industry, and the growing nutraceutical industry and support for adaptive health and wellness products and therapies and progressive. New Wave’s subsidiaries contain various health and beauty products in its portfolio as it continues to expand its product distribution through vertical integration to deliver end-to-end solutions while capturing a marginal business model high.

Investors interested in connecting with New Wave Holdings can find out more about the company and contact the team at http://newwavecorp.com.

For more information, please contact: Willie Tsang, Acting Managing Director, New Wave Holdings Corp., [email protected]

The Canadian Securities To exchange accepts no responsibility for the adequacy or accuracy of this release.

The Canadian Securities To exchange To not in all manner pass on the merits of the Offers Transaction and To or approved or disapproved the Contents of that hurry Release.

The securities to be issued under the Proposed Transaction have not been and will not be registered under the US Securities Act of 1933, as amended (the “1933 Act”), or under the securities laws. securities of a state, and may not be offered or sold, directly or indirectly, or delivered in the United States or to, or on behalf of or for the benefit of, persons of the United States (as defined in Regulation S of the 1933 Act) in the absence of registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or a solicitation to buy any such securities in the United States.

This press 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 they are used in this press release, the words “anticipate”, “believe”, “estimate”, “expect”, “target,“ plan ”,“ anticipate ”,“ may ”,“ establish a timeline ”and similar words or phrases 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 on a number of assumptions and estimates which, although considered reasonable by the Company, are inherently subject to risk. commercial, economic, competitive, political and social, contingencies and uncertainties. Many factors, known and unknown, could cause any results, performance or achievements to differ materially from the results, performance or achievements which are or may be expressed or implied by these forward-looking statements. The Company does not intend, and assumes no obligation, to update such forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other event affecting such statements and information other than those required by laws, rules and regulations.


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