New Wave Holdings Corp. entered into a letter of intent to acquire Trueclaim Exploration Inc. (TSXV:TRM) in a reverse merger transaction on March 7, 2019. New Wave Holdings Corp. entered into definitive agreement to acquire Trueclaim Exploration Inc. (TSXV:TRM) in a reverse merger transaction on June 7, 2019. Under the terms of transaction, Trueclaim shares will be issued to the holders of New Wave shares in exchange for all of the issued and outstanding New Wave shares held by such holders, on the basis of one Trueclaim Share for each one New Wave share, resulting in the New Wave shareholders owning approximately 45.77% of the resulting issuer at the completion of the transaction on a non-diluted basis. The Transaction contemplates the de-listing for trading of the common shares of Trueclaim from the TSX Venture Exchange and the intended listing for trading of the shares of the resulting issuer on the Canadian Securities Exchange. Trueclaim will consolidate its common shares on a 1.5:1 basis and shares will be issued to New Wave shareholders at post-consolidated price of CAD 0.15 per share. All of the outstanding warrants to acquire New Wave Esports Shares will be exchanged for warrants of combined company and New Wave Warrants will be subsequently cancelled. Upon completion of the transaction, the resulting issuer will continue to carry on the business of New Wave. Follow the transaction, Trueclaim will change its name to “New Wave Esports Corp.” and New Wave Esports will trade under the ticker “NWES”. Post transaction, the Board of Directors of the resulting issuer to consist of up to five Directors, with New Wave selecting at least three Directors, who are expected to be Tiffany Lee, Steven Low and Jeffrey J. Stevens. The senior management team of the Resulting Issuer will consist of those officers appointed by the new Board of Directors of the resulting issuer, and are expected to initially be Tolga Onuk as Chief Executive Officer, Trumbull Fisher as President and Director, Tiffany Lee as Chief Financial Officer and Corporate Secretary and Daniel Mitre as Chief Marketing Officer. Byron Coulthard as Director.

The closing of the Transaction is subject to Trueclaim and New Wave negotiating and executing definitive documentation, the satisfactory completion of due diligence, conditional approval to list the resulting issuer shares on the Canadian Stock Exchange, and the receipt of all other necessary regulatory approval, approval by a majority of New Wave shareholders, approval of Trueclaim shareholders, sale and disposition of all of the assets of Trueclaim other than cash, termination of the Shoreline joint venture, dissent rights shall not have been exercised with respect to the Amalgamation by New Wave Shareholders which will in the aggregate represent 5% or more of the New Wave Shares outstanding, resolutions duly passed by the Board of Directors of New Wave and third-party consents and approvals. As of August 16, 2019, Board of Trueclaim has provided the approval for the transaction and the special general meeting of Trueclaim will be held on September 29, 2019. As of September 19, 2019, the transaction has received conditional approval for listing from the Canadian Securities Exchange and remain subject to final approval which is conditioned to receipt of shareholder approval by Trueclaim, delisting of Trueclaim's common shares from the TSX Venture Exchange and completion of the Transaction. As of September 20, 2019, the transaction has been approved by Trueclaim Exploration Inc.'s shareholders. The transaction is expected to close in summer of 2019. As of June 18, 2019, the transaction is expected to be closed on September 30, 2019. Desmond Balakrishnan of McMillan LLP acted as legal advisor to Trueclaim and Alexander Lalka of Miltom Management LP acted as legal advisor to New Wave. Computershare Trust Company of Canada acted as Transfer agent to Trueclaim.

New Wave Holdings Corp. completed the acquisition of Trueclaim Exploration Inc. (TSXV:TRM) in a reverse merger transaction on October 24, 2019. The Shares are anticipated to commence trading in the next few business days under the symbol NWES. The leadership team of the Company following the Transaction consists of Daniel Mitre as Chief Executive Officer, Trumbull Fisher as President and Tiffany Lee as Chief Financial Officer and Corporate Secretary. The board of directors of the Company currently consists of Jeffrey J. Stevens, Mr. Fisher, Ms. Lee, and Byron Coulthard, who was previously President and Chief Executive Officer of the Company prior to the completion of the transaction.