New Wave Holdings Corp. (CNSX:SPOR) announced the spin-off of an unknown stake in Way of Will Inc., on May 21, 2021. Pursuant to the terms of the transaction, a portion of the shares of Way of Will Inc., will be distributed pro-rata to shareholders of New Wave Holdings Corp., by way of a dividend-in-kind.

The spin-out transaction will create Way of Will Inc., as an independent public company and will allow Way of Will Inc., to source its own funding independently from New Wave Holdings Corp. New Wave Holdings has set December 17, 2021 as the record date for the Spin-Off. Way of Will Inc., intends to apply for listing of its common shares on the Canadian Stock Exchange.

The Spin-out Transaction will be conditional on approval of the listing of Way of Will Inc.'s common shares on the Canadian Stock Exchange. The number of shares of Way of Will Inc., to be distributed to the shareholders of New Wave Holdings Corp., in the spin-off transaction will be dependent upon the ratio of (i) the aggregate number of shares of Way of Will Inc., that New Wave Holdings Corp., ultimately determines to spin-out to shareholders, divided by (ii) the aggregate number of issued and outstanding common shares of Way of Will Inc. It is currently expected that holders of New Wave Holdings Corp., common shares (“New Wave Holdings Corp., shares”) will receive approximately 0.8 Way of Will Inc., share for every post-consolidation new Wave Holdings Corp., share held. In advance of the spin-out transaction, Way of Will Inc., will be completing a private placement of up to 0.4 million special warrants (the “Special Warrants”) at a price of CAD 0.08 per special warrant for gross proceeds of up to CAD 0.032 million. On September 10, 2021, New Wave Holdings announce distribution by New Wave Holdings of an aggregate of 4.788681 million common shares to the shareholders of New Wave Holdings on a pro-rata basis by way of a dividend-in-kind and issuance of 0.175 million common shares of Way of Will issuable for no additional consideration upon the deemed exercise of 0.175 million outstanding Special Warrants.

The Dividend will be paid at a ratio of 0.3061 Spin-Out Share for every one New Wave Holdings Share which is outstanding on the record date. As of December 13, 2021, there were 15,642,090 New Wave Holdings Shares issued and outstanding. The transaction will be subject to approval of the listing of Way of Will Inc., common shares on the Canadian Stock Exchange and is expected to be completed during the third quarter of New Wave Holdings Corp's 2021 fiscal year.

The Distribution is expected to be completed on or around January 24, 2022. Way of Will received final approval from the Canadian Securities Exchange and the Company's Class A common shares will commence trading on January 31, 2022 under the symbol "WAY".