New World to Acquire Majority Stake in Blockchain-Powered Watch Market Platform dialMKT

TORONTO, ON / ACCESSWIRE / September 3, 2024 / New World Solutions Inc. (CSE:NEWS)(OTC PINK:REGRF)(FSE:RT5) ("New World" or the "Company") is pleased to announce that it has entered into a definitive agreement dated August 30, 2024 (the "Agreement") with 1491150 B.C. LTD. ("dialMKT") and dialMKT Shareholders pursuant to which the Company will acquire 51% of the issued and outstanding shares of dialMKT (the "Transaction"). dialMKT is a private British Columbia corporation developing a blockchain-powered digital ecosystem for the wristwatch enthusiast market.

About dialMKT Corp.

dialMKT is addressing the $32 billion wristwatch enthusiast market¹ by developing a blockchain-powered digital ecosystem that integrates content, e-commerce, and community.

According to a recent report by McKinsey & Company the global pre-owned watch market is estimated at $29 to $32 billion of sales by 2025.²

Wristwatches remain culturally significant, frequently featured in music, social media, and on the wrists of celebrities, athletes, and entrepreneurs, driving interest and growth in the watch market. The vast scale, and accelerating growth of the watch enthusiast market is creating a need for platforms such as dialMKT where collectors can get market information, discover new trends, and transact securely. At the core of dialMKT's prospective platform is a Blockchain database that functions as a "CARFAX for watches," providing authenticity, service, and ownership history. dialMKT's system tackles one of the primary challenges in the pre-owned watch market: ensuring authenticity, service, and ownership history. Collectors need assurance that they are purchasing an authentic watch, free from theft, and in its original factory configuration. For instance, swapping a watch dial can significantly impact the value by tens or even hundreds of thousands of dollars. dialMKT's blockchain registrar addresses this by offering consumers comprehensive history and data on the watch they are buying.

dialMKT's content and community platforms, including WatchReporter.com, reach thousands of watch collectors worldwide through it's website, YouTube and Instagram channels. This platform will support the growth of dialMKT's e-commerce efforts.

"The acquisition of dialMKT is a strategic addition to our portfolio of innovative technologies and represents an opportunity to synergistically deploy our blockchain technologies in a transformative way for the watch market," said Paul Haber, CEO of the Company. "Since Graph Blockchain, New World has extensive blockchain experience. We recognize the potential of dialMKT to lead the digital transformation of the global watch market and look forward to integrating its operations within our business framework."

Information Concerning the Transaction

In connection with the Transaction and pursuant to the terms of the Agreement, the Company will acquire 45,000,000 common shares of dialMKT (the "Purchased Shares") in consideration for 45,000,000 New World Units (the "Consideration Securities"). Each of the New World Unit will consist of: (i) one New World Share; and (ii) 0.35 of one New World Warrant. Each whole New World Warrant will entitle its holder to acquire one additional New World Share at a price of C$0.05, for a period of two years following the closing of the Transaction, subject to the ability of New World to accelerate the expiry date pursuant to the form of warrant certificate. The New World Warrants will include a blocking provision restricting the holder from acquiring more than 9.99% of New World. Upon completion of the Transaction, the Company will own 51% of the outstanding share capital of dialMKT.

There is no finder's fee payable in connection with the Transaction.

The Transaction does not constitute a "Fundamental Change" nor a "Change of Business" of the Company, within the meaning of applicable securities laws and the Policies of the Canadian Securities Exchange (the "CSE").The Company is at arm's length from dialMKT and each of dialMKT Shareholders.

The completion of the Transaction is subject to a number of conditions precedent to be fulfilled prior to closing, including, the completion of: (i) approval of the shareholders of dialMKT, and no more than 5% of the dialMKT's shareholders exercising their rights of dissent, (ii) obtaining necessary third party approvals and the CSE acceptance, including the CSE determining that the Transaction is not a "Change of Business" or "Fundamental Change," as defined by the CSE (iii) the execution of Lock Up Agreements by the New World supporting shareholders, (iv) remaining shareholders of dialMKT and New World to enter into a shareholders agreement covering the management of dialMKT upon closing of the Transaction.

In connection with the closing of the Transaction, New World expects to appoint a nominee of dialMKT to New World's board of directors, and cause an existing New World board member to resign from New World's board of directors.

Corporate Update

In addition, New World is pleased to welcome Mr. Binyomin Posen to its Board of Directors. Mr. Posen is the Chief Executive Officer of Cumberland Resources Nickel Corp. and previously a Senior Analyst at Plaza Capital, where he focused on corporate finance, capital markets and helping companies go public. After three and a half years of studies overseas, he returned to complete his baccalaureate degree in Judaic Law. Upon graduating (on the Dean's List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for IPOs and RTOs, business development for portfolio companies and client relations

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, and Chairman
New World Solutions Inc.
Phone: (416) 318- 6501
Email: phaber@newwolrdinc.io

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.