TORONTO, ON / ACCESSWIRE / September 11, 2024 / New World Solutions Inc. (CSE:NEWS)(OTC PINK:REGRF)(FRA:RT5) ("New World" or the "Company") is pleased to announce the successful completion of its acquisition (the "Acquisition") of a 51% interest in dialMKT Corp ("dialMKT") as previously announced on September 3, 2024. The Acquisition was completed on September 10, 2024, pursuant to a share purchase agreement (the "Agreement") dated August 30, 2024, amongst the Company, 1491150 B.C. Ltd. ("dialMKT Holdco"), a private company which wholly-owns dialMKT, and the shareholders of dialMKT Holdco (the "dialMKT Holdco Shareholders").
In this strategic transaction, New World has acquired a majority interest in dialMKT, a company that is developing a comprehensive digital ecosystem for the $31 billion global wristwatch market. The platform will utilize blockchain technology to address key challenges in the pre-owned watch market, such as authenticity verification and ownership history.
Transaction Summary
Pursuant to the Agreement, the Company issued to the dialMKT Holdco Shareholders 45,000,000 units (a "Unit"), as consideration for 45,000,000 common shares of dialMKT Holdco, with each Unit consisting of one common share (each a "Common Share") and 0.35 of one common share purchase warrant (each whole warrant being a "Warrant") of New World. Each Warrant entitles the holder to acquire an additional Common Share at a price of $0.05 per share for two years from the date of issuance, subject to the ability of New World to accelerate the expiry date as per the Warrant certificate terms. The Warrants include a blocking provision restricting the holder from acquiring more than a 9.99% in the capital of New World. Upon completion of the Acquisition, New World currently indirectly owns 51% of dialMKT by way of its ownership of 51% of dialMKT Holdco. All securities that are issued pursuant to the Agreement will be subject to a hold period of four months and one day.
Paul Haber, CEO of New World, commented, "The acquisition of dialMKT represents a significant addition to our portfolio. With New World's extensive experience in blockchain, and having worked with major clients such as IBM and Coca-Cola, we are well-positioned to leverage this technology in the watch market. We are excited to integrate dialMKT's operations and look forward to the growth opportunities this acquisition brings."
Corporate Update
In addition, Charles Park and Young Cho Lee have resigned as directors of New World, and Jacob Marks has been appointed to the board of directors of New World and as chairman of the board of New World.
Early Warning Disclosure
This press release is being issued in accordance with the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing of the Early Warning Reports by Jacob Marks (the "Acquiror") in respect of Common Shares issued by the Company pursuant to the Acquisition.
On September 10, 2024 and in connection with the Acquisition, the Company issued 37,500,000 Common Shares to the Acquiror in exchange for the Acquiror's existing common shares of 1491150 B.C. Ltd.
Following the Acquisition, the Acquiror owns 37,500,000 Common Shares representing 22.29% of the outstanding Common Shares. Prior to the Acquisition, the Acquiror did not own or control or direct any securities of the Company.
The Acquiror acquired the above-noted Common Shares for investment purposes. In the future, the Acquiror will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report being filed by the Acquiror may be obtained on the Company's SEDAR+ profile or by contacting the Acquiror at 2857 Paradise Road, #703, Las Vegas, Nevada 89109, USA.
About New World
New World Solutions is a technology company, driving innovative solutions to new world problems. Through our blockchain and technology experience, we are leveraging solutions in the decentralized finance space as well as the electric vehicle area. We look to acquire and launch a balanced spectrum of solutions to become a leader in this dynamic tech landscape.
For additional information on New World and other corporate information, please visit the company website at https://www.newworldinc.io/.
For further information, please contact:
Paul Haber, C.P.A., C.A., C.Dir Chief Executive Officer New World Solutions Inc. Phone: (416) 318- 6501 Email: [email protected]
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". Forward-looking information in this news release are based on certain assumptions and expected future events. These statements involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; the risks associated with the blockchain in general, the risk that the Transaction will not be completed as contemplated or at all. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results, or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
The Canadian Stock Exchange (the "CSE") does not accept responsibility for the adequacy or accuracy of this release.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
