Delica Wash entered into a letter of intent to acquire Ocean Shore Capital Corp. (TSXV:OCAP.P) on March 10, 2023. On April 24, 2023, Delica Wash entered into a definitive agreement to acquire all of the issued and outstanding Ocean Shore Capital Corp. Shares and share purchase warrants of Ocean Shore Capital Corp. Pursuant to the terms of the proposed transaction, a total of 23,348,265 Ocean Shore Shares will be issued in exchange for all the DelicaWash Shares and 2,738,700 Resulting Issuer Warrants will be issued in exchange for the DelicaWash Warrants. Upon completion of the proposed transaction, the former DelicaWash Shareholders will hold approximately 48.4% of the Resulting Issuer Shares basis and the Ocean Shore Shareholders will hold approximately 15.6% of the Resulting Issuer Shares basis. Upon Closing, the name of the Resulting Issuer’s name will be changed to “DelicaWash Care Corp.” or such other name as may be acceptable to Ocean Shore, DelicaWash and the TSX Venture Exchange. The Payment Shares to be issued to the shareholders of Delicawash may be subject to escrow restrictions imposed by the Exchange. In addition, a finders’ fee consisting of 2.8% of the Payment Shares issuable in the Transaction will be payable to Canaccord Genuity Corp., consisting of 700,000 of the Resulting Issuer common shares.

Concurrently with the Qualifying Transaction, the Company is required to complete a brokered or non-brokered private placement of common share for minimum gross proceeds of CAD 2 million at a price of CAD 0.12 per unit. The Financing is conditional upon Exchange approval and concurrent completion of the Transaction. Closing of the Transaction is subject to the customary conditions respecting sponsorship, regulatory and shareholder approvals (if required), due diligence, execution of a definitive share exchange agreement, completion of the Name Change, closing of the Financing, consummation of private placement, third party approval, resignation of target's directors, listing/approval of new shares on stock exchange, shareholder approval of Delica Wash and closing conditions customary to transactions of the nature of the Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction and Exchange regulatory approval. Closing of the Transaction is required to occur by May 31, 2023. As on May 1, 2024, subject to satisfactory completion of due diligence, the parties expect to close the proposed transaction on or before June 30, 2023. The financial for DelicaWash as at December 31, 2022, stands at CAD 0.02 million in revenue; CAD 0.527 million in total Assets and CAD 0.143 million in total liabilities.

Delica Wash cancelled the acquisition of Ocean Shore Capital Corp. (TSXV:OCAP.P) on June 30, 2023.