New World Solutions Inc. (CNSX:NEWS) agreed to acquire 51% stake in 1491150 B.C. LTD. on August 30, 2024. In connection with the Transaction and pursuant to the terms of the Agreement, the Company will acquire 45,000,000 common shares of dialMKT in consideration for 45,000,000 New World Units. 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 CAD 0.05, for a period of two years following the closing of the Transaction. 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.