Mr. Ross Drysdale reports

RUMBU HOLDINGS ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

The TSX Venture Exchange has issued its final bulletin approving Rumbu Holdings Ltd.'s previously announced qualifying transaction. 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 has released 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, Rumbu acquired Schrader Funeral Home and Cremation Services Ltd., with a primary funeral home located in Smithers, B.C., in exchange for the issuance by Rumbu of six million common shares of Rumbu at a deemed issue price of 20 cents per Rumbu share to the Lockyers for a total purchase price of $1.2-million. The QT shares shall be distributed to the Lockyers pursuant to their instructions on the basis of 3.3 million common shares to Daryl Lockyer and 2.7 million common shares to Jamie Lockyer. At this point, Daryl Lockyer will directly own 3.8 million 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, 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-per-cent rolling stock option plan, which has now been implemented by the company.

Escrowed securities

Pursuant to the terms of TSX-V Tier 2 value security escrow agreement among Rumbu, TSX Trust Company (as escrow agent), and Daryl Lockyer and Jamie D. Lockyer, an aggregate of six million 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 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 are listed for trading on the TSX-V. 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 TSX-V 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, Oct. 27, 2023, at the opening of the market.

We seek Safe Harbor.