Wi2Wi Corporation Announces Closing of Oversubscribed Second Tranche of Non-Brokered Private Placement

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED  STATES/

TORONTO, March 5, 2025 /CNW/ - Wi2Wi Corporation (TSXV: YTY) (OTC: ISEYF) ("Wi2Wi" or the "Company") is pleased to announce that it has closed an oversubscribed second tranche of its non-brokered private placement (the "Second Tranche"), previously announced on February 6, 2025, by issuing a total of 11,799,700 units of the Company (the "Units") at a price of $0.05 per Unit for gross proceeds of $589,985 pursuant to the closing of the Second Tranche. Over the first tranche and Second Tranche, the Company issued an aggregate of 19,099,700 Units for total gross proceeds of $954,985 (the "Offering").

Each Unit is comprised of one common share in the capital of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant referred to as a "Warrant"). Each Warrant entitles the holder to purchase one Share at an exercise price of CAD$0.10 per Share for a period of two years, subject to an acceleration clause.

As such, pursuant to the Second Tranche, the Company issued a total of 11,799,700 Shares and 5,899,850 Warrants; the Company issued an aggregate total of 19,099,700 Shares and 9,549,850 Warrants pursuant to the Offering.

The Warrants are subject to an acceleration clause, whereby if, at any time prior to the expiry date of the Warrants, the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") is equal to or greater than $0.10 for any 10 consecutive trading days, then the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release announcing that the expiry date of the Warrants shall be deemed to be on the 30th day following the issuance of the Warrant acceleration press release. All Warrants that remain unexercised following the accelerated expiry date shall immediately expire and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

The Company paid cash commissions, representing finder's fees, in the amount of $27,000 to certain arm's length finders (the "Finders") related to the closing of the Second Tranche, equal to 6% of gross proceeds raised from subscribers introduced to the Company by the Finders, all in accordance with the policies of the Exchange.

The Units were offered by way of a private placement pursuant to exemptions from prospectus requirements under applicable Canadian securities laws. All securities issued in connection with the closing of the Offering, are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with the policies of the Exchange and applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering for inventory and general working capital purposes, including for the fullfilment of an increased customer order as outlined in the press release of the Company dated February 6, 2025, available at www.sedarplus.ca.  For further details regarding the closing of the first tranche of the Offering, refer to the press release of the Company dated February 13, 2025, also available on the Company's SEDAR+ profile at www.sedarplus.ca.

About Wi2Wi Corporation

Wi2Wi is a specialized electronic component supplier with expertise in frequency control devices as well as in wireless technologies. Founded in 2005, Wi2Wi's headquarters, design center and manufacturing facility are located in Middleton, WI. Wi2Wi aims to deliver specific solutions using its in-house design and manufacturing expertise, as well as leveraging global partnerships with silicon and wireless technology suppliers.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

Forward-looking information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations (including negative and grammatical variations) of such words and phrases or statements that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information in this press release may include, without limitation, statements relating to the intended use of proceeds raised from the Offering.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the technology industry of the Company, execution of the Company's strategy and operations by management, equity market conditions, and general economic factors. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of Wi2Wi may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Wi2Wi believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Wi2Wi disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Wi2Wi Corporation

Investor & Media Contact: Ted Clark, Chief Executive Office, [phone], [email protected]