Rumbu Holdings Ltd. (TSXV : RMB.P) entered into a binding Letter of Agreement to acquire The Funeral Home Business of the Lockyers from Daryl Lockyer and Jamie Lockyer for CAD 0.6 million on May 1, 2023. The Definitive Agreement sets forth the terms and conditions of the proposed business combination of Rumbu and the Funeral Home Business (the "Funeral Business") owned by the Lockyers (the "Transaction") i.e., by Daryl Lockyer and Jamie Lockyer, with the ongoing public company acquiring the Funeral Business. Pursuant to the terms of the Definitive Agreement, Rumbu will acquire the Funeral Business in exchange for the issuance by Rumbu of 6,000,000 Common Shares of Rumbu (the "QT Shares") to the Lockyers. The value of the Common Shares as determined by the Directors of Rumbu to be issued to the Lockyers is CAD 0.10 per share. The outstanding management and director options of Rumbu and the Agent?s Options, as the case may be, shall remain outstanding and shall be governed by their applicable Option Agreements. The QT Shares shall be distributed to the Lockyers and shall be distributed pursuant to their instructions. The Transaction may be considered a ?Related Party Transaction? pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61- 101") and Rumbu shall be required to hold a Special Meeting of the Shareholders of Rumbu (the "Shareholders") and obtain a majority of the minority shareholder approval, as Daryl Lockyer is a Director of Rumbu and the Transaction constitutes a Non-Arms Length Transaction pursuant to the policies of the TSXV. Concurrently with closing of the Transaction, Rumbu and the Lockyers will use their ?commercially reasonable efforts? to cause Rumbu to complete a private placement of Subscription Receipts (the "Subscription Receipts") at a price per Subscription Receipt to be determined in the context of the market (the "Offering Price") for gross proceeds of a minimum of CAD 300,000 and a maximum of CAD 500,000 (the "Private Placement"). On the closing of the Transaction, it is anticipated that the board of the Resulting Issuer will consist of five Directors and Shelina Hirji will resign as a Director and be replaced by Jamie Lockyer. Ross Drysdale, Shane Wylie, J. Michael Sullivan and Daryl Lockyer will remain as Directors. Daryl Lockyer will be appointed as the new President, Chief Executive Officer and Treasurer of the Resulting Issuer, Jamie Lockyer will be appointed as Secretary and Shelina Hirji will be appointed as the Chief Financial Officer.

The transaction is subject to shareholder approval and Rumbu specifically confirms that it will be seeking shareholder approval under the policies of the TSXV. The closing of the Transaction will be subject to several conditions, including, but not limited to the following: The receipt of all regulatory, corporate and third party approvals, including the approval of the TSXV and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; The completion of the Private Placement (unless waived by the Lockyers and Rumbu); The maintenance of Rumbu?s listing on the TSXV; The confirmation of the representations and warranties of each party to the Definitive Agreement as set out in such Agreement and other mutual conditions precedent customary for a transaction such as the Transaction.