PROJECT X - PROPOSED ACQUISITION OF 40.5% EQUITY SHAREHOLDING IN METROWAVES SPORTS & INFRASTRUCTURE LIMITED

The proposed merger is a share acquisition of circa 1,142,000,000 (One Billion, One Hundred and Forty-Two Million) ordinary shares in the share capital of Metrowaves Sports and Infrastructure Limited (the Company) by NSIA Property Investment Company Limited (NSIA PropCo) pursuant to a share subscription agreement (Proposed Merger).

The Proposed Merger is to be implemented vide the allotment and issuance of 1,142,000,000 (One Billion, One Hundred and Forty-Two Million) ordinary shares in the share capital of the Company to NSIA PropCo. Other than the Company and NSIA PropCo, the other parties to the Proposed Merger are Messrs. Adino Capital Limited (Adino), Tunde Folawiyo (TF), Tayo Amusan (TA) and Sports Infrastructure & Entertainment Development Company Limited (SIEDCL).

The Company is a special purpose vehicle promoted by the shareholders for the purpose of developing, owning, operating and managing a 10,000 (Ten Thousand) seater arena in the heart of the city of Lagos Nigeria (Project X).

The NSIA PropCo is a wholly owned subsidiary of the Nigeria Sovereign Investment Authority (NSIA) a sovereign wealth fund established pursuant to the Nigerian Sovereign Investment Authority Act, 2011 (NSIA Act) for the purpose of investing Nigerias excess budgeted hydrocarbon revenues inter alia in infrastructures necessary of the economic diversification and development of Nigeria.

The economic rationale for the Proposed Merger is on the premise that Nigeria lacks a world class multi-purpose arena for hosting concerts, conferences, meetings, conventions and social events that will cater to an ever increasing demand for Nigerias arts, entertainment and sporting events. Putting it simply, while Nigeria has a thriving entertainment and hospitality market, it does lack an infrastructure of such magnitude and scope deserving of the potential of Nigerias sports and entertainment sector. The Proposed Merger will give rise to dynamic efficiencies because Project X will birth the X Arena an multipurpose event center that caters to the arts, entertainment and sporting requirements of the Nigerian market. Essentially Project X seeks to replicate the Madison Square Garden in New York and the O2 Arena in London in the Lekki corridor of Lagos State. Project X will serve as a veritable tool for preventing capital flights in the Nigerian entertainment industry with Nigerian afro-beats stars performing record breaking concerts in Europe and North America. Project X is a pioneer project that will birth the largest multipurpose event center in Western Africa.