– NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES –
VANCOUVER, British Columbia, May 20, 2025 (GLOBE NEWSWIRE) — New Wave Holdings Corp. (the “Company” or “New Wave”) (CSE: NWAI, FWB: 0XM0, OTCPK: TRMNF) is pleased to announce that it will proceed with a non-brokered private placement under the Listed Issuer Financing Exemption (as defined herein) of 7,000,000 units of the Company (the “Units”) at $0.055 per Unit for gross proceeds of $385,000 (the “LIFE Offering”). Each Unit will consist of one common share in the capital of the Company (a “Share”) and one transferrable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.07 for a period of 24 months from the closing of the LIFE Offering, provided, however, the Warrants may not be exercised until the date that is 75 days from the closing date.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the LIFE Offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.
There is an offering document (the “Offering Document“) related to the LIFE Offering that can be accessed under the Company’s profile at http://www.sedarplus.ca and on the Company’s website at http://newwavecorp.com. Prospective investors should read this Offering Document before making an investment decision.
The Company intends to use the proceeds for future portfolio investments, supporting current investments and for general working capital. The LIFE Offering is expected to close on or about May 30, 2025. The closing of the LIFE Offering is subject to certain conditions including, but not limited to, 100% of the LIFE Offering being subscribed for and receipt of all necessary approvals including the approval of the Canadian Securities Exchange (the “CSE”).
The securities issued pursuant to the LIFE Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT NEW WAVE HOLDINGS CORP.
New Wave Holdings Corp. (CSE: NWAI, FWB: 0XM0, OTCPK: TRMNF) is an investment issuer that has been focused on supporting innovative and fast-growing companies within the esports, Artificial Intelligence, Blockchain, and Web3 sectors.
Investors interested in connecting with New Wave Holdings can learn more about the Company and contact Geoff Balderson, Chief Financial Officer, New Wave Holdings Corp., (604) 602-0001.
For further information please contact: Geoff Balderson, Chief Financial Officer, New Wave Holdings Corp., (604) 602-0001
ON BEHALF OF THE BOARD of DIRECTORS
Anthony Zelen
Director
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This press release includes “forward-looking information” that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are not limited to, statements relating to the trading of the Company’s common shares on the CSE and the Company’s use of proceeds and are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward- looking statements. Such forward-looking statements represent management’s best judgment based on information currently available. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
