Treasure & Shipwreck Recovery (OTCPK: BLIS) announces Definitive Agreement for Merger and Acquisition with Defense and Construction Contracting Firm Native American Pride Constructors, LLC. (NAPC)

NAPC’s Corner Shot USA receives signed and stamped LOI for initial 37,000-unit order, equivalent to $370 million in revenue, from a leading Saudi Arabian supply chain and manufacturing provider

/EIN News/ -- FT. PIERCE, Fla., March 27, 2024 (GLOBE NEWSWIRE) -- The Board of Directors at Treasure & Shipwreck Recovery, Inc. ("TSR", formerly “Beliss Corp” "BLIS"), trading as (OTCPK: BLIS), are pleased to announce it successfully concluded its due diligence and has now signed a Definitive Agreement for merger and acquisition with Native American Pride Constructors, LLC (“NAPC”) of Largo, FL.

NAPC, established in 2015, is a stable, profitable entity focused primarily in government contracts with existing licenses that allow it to bid and win contracts in the Defense, Munitions, and Construction industry. Currently, NAPC is projected to deliver over $5,000,000 in back log revenue for calendar year 2024, which does not include sales of Corner Shot USA weapon systems or brokering of munitions and defense items for use by Allied and NATO forces in the Ukraine and the Middle East.

In order to best position NAPC for future success, it was critical that note and preferred holders in BLIS, totaling about $575,000, agree to convert the face value of existing notes at a significant premium to the recent trading price in BLIS. The conversion price was agreed at $0.03 per share pre-reverse split and adjusted for reverse division to $0.18 per share. Another merger requirement was that NAPC would accept little or no debt from BLIS. It is expected that asset sales from BLIS will be enough to pay merger and accounting costs. In return, NAPC has agreed to favorable terms with BLIS shareholders providing about a third of the company stays with current BLIS shareholders. (See “Additional Merger Terms” below).

Note holders were particularly encouraged by the potential of NAPC’s new product, the Corner Shot USA System, which enables military, law enforcement, and security operators to effectively observe and accurately engage targets from around the corner or behind cover without exposing part of the operator’s body. NAPC has the exclusive license to produce and sell the Corner Shot USA System and will build the product at a facility near its corporate offices in Pinellas County, Florida. The Licensing Agreement allows NAPC to build and sell Corner Shot exclusively in the USA and Saudi Arabia.

The projections for Corner Shot USA are impressive strong interest from domestic agencies generated from its presence at the 2024 Shot Shell Show, held this past January in Las Vegas. NAPC plans to have space at four more shows in 2024 primarily focused on domestic police department and SWAT teams.

Additionally, NAPC also received a signed and stamped LOI from a leading Saudi Arabian provider of supply and manufacturing to the Ministry of Defense (MOD) as well as the procurement division GAMI (General Authority Military Industries – Government Entity).

The LOI discusses the initial intent to purchase 37,000 units; a 4,000-unit tranche followed by subsequent deliveries of 3,000 units per month until that quantity is fulfilled. The cost of this order would produce $370,000,000 in sales with a net profit margin of at least 20% to NAPC. The LOI provides intent to purchase an additional 63,000 units after delivery of the first 37,000 units, over a period of the next ten years. Representatives from Saudi Arabia have spent time at NAPC headquarters and production facilities over the last two months. Senior Management from NAPC is scheduled to visit various defense agencies in Saudi Arabia in May to provide demonstrations of its Corner Shot USA weapon systems.

NAPC believes it will finalize firm purchase orders and collect a 50% deposit on the first order by the end of June and go into production in July of 2024. In addition, NAPC management is in discussion with the Kingdom of Saudi Arabia to provide additional services such as Military, Fuzing, and Artillery systems in country, pending expected U.S. State Department approval.

Another NAPC area of expertise is brokering of munitions and military hardware already produced and in inventory at various locations worldwide, NAPC is brokering more than eleven (11) different munitions and military hardware items that are of interest to Allied and NATO forces in the Ukraine and the Middle East, which also require U.S. State Department approval. Any successful transaction would add significantly to NAPC revenues and profits. The inventory of these items, if sold at currently offered fair value, totals over (U.S.) $1.7 billion.

Additional Merger Terms

• BLIS will file for a name change, symbol change and request to conduct a reverse split at a rate of 1 new share for every 6 shares held in BLIS (1 for 6). It is estimated that BLIS shareholders will hold 15 million shares post-split and NAPC officers and directors will be issued about 35 million shares. Following the split, NAPC will have about 50 million common shares issued and outstanding, little to no debt, some above market warrants, and a preferred voting share issuance that is non-convertible.
  

• The face value of all BLIS debt will be converted at a common share price pre-split price of $0.03 per share (post-split price of $0.18 per share). Noteholders will be provided a warrant to purchase additional shares at pre-split price of $0.04 per share (post-split price of $0.24 per share) in lieu of interest payments.
  

• Assets sales from BLIS will be used to pay any merger, accounting, or additional costs to complete the merger in an effort to keep NAPC debt free.
  

• BLIS /TSR has officially turned over control of the entity to NAPC, and existing officers and directors at BLIS /TSR have resigned.
  

The senior management team at NAPC is represented as follows:

• Kenny West, CEO – kwest@napconstructors.com
• Stephen Gurba, President – slg@napconstructors.com
• John Spence, CFO – john.s@napconstructors.com
  

NAPC CEO, Kenny West stated, “We have come to fair and equitable terms to merge with BLIS. Due to the support we have received from BLIS debt holders and several of its common stockholders, we agreed to terms that should be viewed as very favorable to current investors in TSR, while positioning NAPC for the future.”

West further stated, “It is our goal to achieve revenue and earnings over the coming years that will qualify us to trade on the NASDAQ. With Corner Shot USA and the brokering business along with our current construction business, we have a company that makes good sense for investors. Our goal is to be one of the strongest growth companies in the U.S. for years to come.”

Outgoing CEO and founder of TSR, Craig Huffman, stated, “The opportunities that NAPC brings to TSR shareholders are deep. Leaving the treasure business for this opportunity, knowing the players in depth for two decades, is simply the best situation that could be realized.” Huffman will remain available for legal services for the Company.

About Native American Pride Contractors, LLC

Native American Pride Constructors, LLC (https://www.napconstructorsgov.com/) is a total solutions contractor licensed, certified and experienced in many aspects of construction services. NAPC benefits from the ability to bid and win contracts that are set aside in the Defense industry and the Department of Veterans Affairs for Certified Service Disable Veteran Owned Small Business (SDVOSB). NAPC will also produce and sell Corner Shot USA weapons systems through an exclusive licensing agreement as well as many munitions brokered throughout the world all with US State Department approval.

About Treasure & Shipwreck Recovery

Treasure & Shipwreck Recovery, Inc. (“TSR”) (Currently trading as BLIS) conducts shipwreck and treasure recovery from shallow shipwreck finds in the Caribbean and North America. It is expected that all assets will be sold and operations focused on shipwreck recoveries will cease.

FORWARD LOOKING STATEMENTS:

This press release and the statements of representatives of TSR. (the "Company") related thereto contain, or may contain, among other things, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements," including any other statements of non-historical information. These forward-looking statements are subject to significant known and unknown risks and uncertainties and are often identified by the use of forward-looking terminology such as "guidance," "projects," "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "ultimately" or similar expressions. All forward-looking statements involve material assumptions, risks and uncertainties, and the expectations contained in such statements may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results (including, without limitation, TSR's ability to advance its business, generate revenue and profit and operate as a public company) could differ materially from those stated or anticipated in these forward-looking statements as a result of a variety of factors, including factors and risks discussed in the periodic reports that the Company files with OTC Markets (Pink Sheets). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. The Company undertakes no duty to update these forward-looking statements except as required by law.

COMPANY CONTACT:

Kenny West, CEO
kwest@napconstructors.com
754-242-6272