New Wave Holdings Corp. (TRMNF)

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New Wave Enters Into Letter of Intent to Acquire Way of Will Inc. - A Leading Retailer of Aromatherpy Products Extracted From Natural Aromatic Plant Extracts and Essential Oils
/NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES/


TORONTO, Dec. 15, 2020 /CNW/ - NEW WAVE HOLDINGS CORP. (the "Company" or "New Wave") (CSE: SPOR) (FWB: 0XM2) (OTC: TRMNF) an investment issuer that provides capital and support services, is pleased to announce it has entered into a Letter of Intent (the "LOI") with Way of Will Inc. ("WoW") to acquire a 100% interest in the operations of WoW (the "Transaction"). WoW is a Canadian retailer of Aromatherapy products that use natural aromatic plant extracts and essential oils to promote healthy outcomes.

Way of Will Highlights

Founded in 2016, WoW is an aromatherapeutic essential oil-based wellness company based in Toronto, Canada. WoW products enhance your commitment to health, wellness and training by blending essential oils that protect, energize, refresh, relax, moisturize and groom the body and mind.

WoW manufactures ~95% of its products in it's Toronto based facility – sourcing the highest quality raw materials and packaging from key suppliers throughout Canada and other international markets.
WoW benefits from multi-channel sales (e.g. Wholesale, Retail and Ecommerce), which allows WoW to pivot their sales strategies based on changes in the sales landscape, as well as potential changes to the broader economy and marketplace dynamics
In-house manufacturing along with direct B2C sales through our ecommerce website platform allows WoW to control costs and optimize profit margins.
Growing US domiciled sales including 600+ retail and online ecommerce distribution channels.
Key retail clients include an impressive list of industry leading retailers such as Wholefoods, Target.com, FabFitFun, GNC, Dicks Sporting Goods and Causebox.
WoW products are also featured on popular ecommerce marketplaces such as Amazon and Walmart.com
Further information on WoW and its products can be found at https://www.wayofwill.com/
Gross sales are expected to be approximately $3.5 M for the year ended April 2021. Gross margins have historically been between 38% and 40%.
Terms of Transaction

Pursuant to the terms of the LOI and as consideration for the Transaction, the Company will issue $4,625,000 in common shares of the Company to the shareholders of WoW. The share price will be based on the 5-day VWAP leading up to the signing of a definitive agreement.

The parties intend to proceed to preparation of a definitive agreement and close the Transaction promptly and in accordance with the policies of the Canadian Securities Exchange (the "CSE"). The closing of the Transaction is subject to standard conditions precedent for transactions of a similar nature. There can be no assurance that the Transaction will be completed as proposed, or at all. The Transaction is an arms-length transaction and no change in management or the Board of Directors of New Wave is being contemplated at this time.

Daniel Fox, CEO New Wave Holdings Ltd. comments, "Way of Will is a natural fit for New Wave as we are both focused on broader natural health and wellness products. Way of Will's philosophy is based on natural wellness system rooted in essential oils and aromatherapy. I believe that aromatherapy is another powerful tool to promote long term human wellness and will also be an incredibly complimentary portfolio of products to our existing portfolio of CBD based and, functional mushroom blends that are at the core of New Wave's health and wellness product portfolio. I am also very impressed with the success of the Way of Will team in such a short-period time and am looking forward to finding a way for New Wave, N2 Logics and the Bloom Botanics e-commerce platform to accelerate WoW sales growth going forward. Our goal is to distribute and provide global consumers access to products that improve human functionality and performance. and we fully expect to continue to generate significant high margin growth in both North America and Europe."