Rumbu Holdings Announces Closing of Qualifying Transaction

October 25, 2023 3:53 PM EDT | Source: Rumbu Holdings Ltd.

Calgary, Alberta--(Newsfile Corp. - October 25, 2023) - Rumbu Holdings Ltd. (TSXV: RMB.P) ("Rumbu" or the "Company"), is pleased to announce that the TSX Venture Exchange ("TSXV"), has issued its final bulletin approving the Company's previously announced Qualifying Transaction (the "QT"). The Company will no longer be considered a Capital Pool Company and is now classified as a Tier 2 Industrial Issuer in the Funeral Services Sector. The Company is also pleased to announce the release of its Audited Financial Statements for the years ended June 30, 2023 and 2022. Detailed results and Management's Discussion and Analysis are now available on SEDAR.

Qualifying Transaction and Option Plan

Pursuant to the terms of the Definitive Agreement between Rumbu and Daryl Lockyer and Jamie D. Lockyer (the "Lockyers"), Rumbu acquired Schrader Funeral Home and Cremation Services Ltd. (the "Funeral Business") with a primary funeral home located in Smithers, British Columbia in exchange for the issuance by Rumbu of 6,000,000 Common Shares of Rumbu (the "QT Shares") at a deemed issue price of $0.20 per Rumbu Share to the Lockyers for a total purchase price of $1,200,000 CDN. The QT Shares shall be distributed to the Lockyers pursuant to their instructions on the basis of 3,300,000 Common Shares to Daryl Lockyer and 2,700,000 Common Shares to Jamie D. Lockyer. At this point, Mr. Lockyer will directly own 3,800,000 Common Shares of the Resulting Issuer, as he was previously issued 500,000 Common Shares upon the formation of Rumbu. The Transaction was considered to be a "Related Party Transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101") and Rumbu held its Annual and Special Meeting of Shareholders and obtained a majority of the minority approval of the Shareholders to the QT at that meeting. At the meeting, the Shareholders of the Company also approved a new 10% Rolling Stock Option Plan, which has now been implemented by the Company.

Escrowed Securities

Pursuant to the terms of Exchange Tier 2 Value Security Escrow Agreement among Rumbu, TSX Trust Company (as escrow agent) and Daryl Lockyer and Jamie D. Lockyer (the "Lockyers"), an aggregate of 6,000,000 Common Shares of Rumbu Shares held by the Lockyers, have been placed in escrow.

Directors and Officers

Following closing of the QT, the directors and officers of Rumbu are:

Daryl Lockyer President, Chief Executive Officer and Director
Ross O. Drysdale Chairman, Corporate Secretary and Director
Jamie D. Lockyer Vice President and Director
Shelina Hirji Chief Financial Officer
Shane A. Wylie Director
J. Michael Sullivan Director

About Rumbu and the Resulting Issuer

Rumbu is a reporting issuer in good standing in Alberta and British Columbia and its Common Shares (the "Rumbu Shares") are listed for trading on the TSX Venture Exchange. After completion of the QT, the Private Placement and the issuance of the Final Bulletin by the Exchange approving the Company's QT, the Company will have 12,782,500 Common Shares, issued and outstanding. The Resulting Issuer will operate in the Funeral Business providing funeral and cremation related services to the public in its market area. Rumbu will provide a vehicle to expand the Funeral Business in Western Canada through the acquisition of additional funeral homes.

Resumption of Trading

In accordance with the TSXV policies, Rumbu's Common Shares were halted from trading on April 28, 2023 and it is anticipated that Rumbu's Common Shares will commence trading on Friday, October 27, 2023 at the opening of the market.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information concerning this press release, please contact:

Ross O. Drysdale
Rumbu Holdings Ltd.
Telephone: (403) 585-3737

Cautionary and Forward-Looking Statements

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable laws.

The Securities of Rumbu being offered have not been, nor will 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 absent, U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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