New Wave Holdings Corp. (CNSX:SPOR) entered into a Letter of Intent to acquire a 51% stake in Rosey Inc. from Sunny Ray, Stan Bharti and Others for CAD 0.2 million on August 30, 2023. Under the terms of the LOI, in consideration for 51% interest in Rosey, the Company will issue an aggregate of 4 million common shares in the capital of the Company and will also fund up to CAD 200,000 on closing of the acquisition of 51% interest in Rosey to advance the business concerns of Rosey. Within 12 months of the Closing, the Company will have the option to acquire the remaining 49% interest in Rosey. 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 Rosey. 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. On Closing, the Company will appoint one nominee of Rosey to the board of directors of the Company to replace one current director. The Company will also appoint a new Chief Executive Officer of the Company as nominated by Rosey. On September 22, 2023, New Wave Holdings Corp. entered into a Share Exchange Agreement to acquire a 51% of the issued and outstanding Rosey Shares. The Transaction remains subject to a number of conditions, including: the satisfactory completion of due diligence; the receipt of any required regulatory approvals including the approval of the CSE and the receipt of a third party valuation of Rosey. The Transaction cannot be completed until these conditions have been satisfied. There can be no guarantees that the Transaction will be completed as contemplated or at all.

Jeff Wust of McMillan LLP acted as legal advisor for New Wave Holdings.

New Wave Holdings Corp. (CNSX:SPOR) completed the acquisition of a 51% stake in Rosey Inc. from Sunny Ray, Stan Bharti and Others on October 24, 2023.