Newfoundland Goldbar Resources Inc., Announces Proposed Reverse Takeover by Rhino Digital Inc.

Toronto, Ontario--(Newsfile Corp. - May 27, 2024) - Newfoundland Goldbar Resources Inc. ("Company") announced that, on May 23, 2024, it entered into a binding letter agreement (the "Letter Agreement") with Rhino Digital Inc., a corporation existing under the laws of the State of Nevada ("Rhino"). The Letter Agreement outlines the proposed terms and conditions pursuant to which the Company and Rhino will effect a business combination that will result in a reverse takeover of the Company by the securityholders of Rhino (the "Proposed Transaction"). The Letter Agreement was negotiated at arm's length.

Rhino is a Florida-based company that operates an all-inclusive Bitcoin financial services platform and mobile application which offers a range of financial services, allowing users to trade, save, and spend Bitcoin or USD along with conducting global money transfers.

"We are absolutely thrilled about our upcoming merger with Newfoundland Goldbar Resources Inc. This pivotal move not only marks a significant milestone in our growth journey but also opens up an array of incredible opportunities. With the increasing global adoption of bitcoin and the surge in demand from major financial institutions, this merger will enable us to expand our reach, innovate faster, and deliver even greater value to our customers and shareholders. The future has never looked brighter, and we are excited to lead the way in the bitcoin financial services industry," said Rhino's Chief Executive Officer Lyle Hauser.

Terms of the Transaction

The Proposed Transaction will be structured as an arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect, with the Company directly or indirectly acquiring all outstanding securities of Rhino. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Company and Rhino.

Completion of the Proposed Transaction is subject to a number of conditions, which include receipt of all necessary securityholder and regulatory approvals, and conditional approval of the listing of the subordinate voting shares of the resulting issuer (the "Subordinate Voting Shares") on the Canadian Securities Exchange (the "CSE").

In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to Rhino Digital Inc. or such other name acceptable to applicable regulatory authorities; (ii) consolidate its outstanding common shares at a ratio of 400 pre-consolidation common shares for 1 post-consolidation common share; (iii) complete a private placement offering of subscription receipts of a newly incorporated wholly-owned subsidiary of the Company; (iv) complete a private placement offering of convertible debentures; (v) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of Rhino; (vi) amend its articles to create a new class of multiple voting shares and super voting shares; and to (vii) amend its articles to convert its common shares into Subordinate Voting Shares and cancel the existing class of preference shares of the Company. A special meeting of Company shareholders to approve these and other matters relating to the Proposed Transaction has been scheduled for June 26, 2024, with further details in respect of the Proposed Transaction to be included in the management information circular.

Further details of the Proposed Transaction and the business and operations of Rhino (including applicable financial statements) will be included in a listing statement to be prepared and filed with the CSE, and in subsequent news releases and other public filings. Closing of the Proposed Transaction is expected to take place in late second quarter of 2024.

Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

On Behalf of the Board of Directors of Newfoundland Goldbar Resources Inc.

Binyomin Posen,
CEO, CFO & Director

For more information please contact:

Company:

Binyomin Posen,
CEO, CFO & Director
Phone: (416) 481-2222
E-mail: bposen@plazacapital.ca

Rhino:

Lyle Hauser
CEO
(888) 854-3824
investor@rhinobitcoin.com

About Rhino Digital Inc.:

Rhino Digital Inc., based in Florida, operates a comprehensive financial services application that allows users to manage Bitcoin transactions and pay bills, allowing users to trade, save, and spend Bitcoin or USD along with conducting global money transfers. Rhino's mission is to educate consumers on Bitcoin and improve the user experience in accessing different Bitcoin services.

All information contained in this news release with respect to Rhino was supplied by Rhino for inclusion herein and the Company has relied on the accuracy of such information without independent verification.

As noted above, completion of the Proposed Transaction is subject to a number of conditions, including listing of the Subordinate Voting Shares on the Canadian Securities Exchange. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or listing statement of the Company to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Company should be considered highly speculative.

The Canadian Securities Exchange has not in any way passed upon the merits of the Proposed Transaction nor accepts responsibility for the adequacy or accuracy of this news release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. 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". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Proposed Transaction, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for holding a special meeting of shareholders of the Company to approve matters relating to the Proposed Transaction, expectations for the effects of the Proposed Transaction or the ability of the combined company to successfully achieve business objectives, expectations regarding the availability of additional financing, ability of the Company to complete the contemplated private placements, and expectations for other economic, business, and/or competitive factors.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward- looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210715