Wi2Wi Corporation Announces Private Placement and Expanded Order From Key Customer

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

TORONTO, Feb. 6, 2025 /CNW/ - Wi2Wi Corporation (TSX.V: YTY) (OTC: ISEYF) ("Wi2Wi" or the "Company") announces a best efforts non-brokered private placement for the issuance of up to 15,000,000 units of the Company (the "Units") at a price of CAD$0.05 per Unit, to raise aggregate gross proceeds of up to CAD$750,000 (the "Offering"). Each Unit will be 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 from the closing date of the Offering, subject to an acceleration clause (details described below).

Use of Proceeds

The Company intends to use the proceeds from the Offering, for working capital purposes, including to satisfy increased demand from a long-standing client. In response to a recent shipment that did not meet Wi2Wi's quality standards, the Company was able to immediately determine the root cause (which was isolated to a single major account customer) and that resulted in a follow on order of approximately USD$500,000 for the same component. Such order reinforces the Company's relationships with its customers, as well as Wi2Wi's commitment to quality and customer satisfaction. Fulfilling this order will require additional working capital as the Company ramps-up its production.

"Our top priority is delivering high-quality products and maintaining strong customer relationships," said Ted Clark, CEO of Wi2Wi. "We acted quickly to resolve this matter, demonstrating our commitment to excellence. The customer's continued trust and significant follow-on order reflect the value they place in Wi2Wi's solutions and service."

Acceleration Terms of the Warrants

If, at any time prior to the expiry date of the Warrants, the closing price of the Shares on the TSX Venture Exchange (the "Exchange") is equal to or greater than CAD$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 Units will be offered by way of a private placement pursuant to exemptions from prospectus requirements under applicable Canadian securities laws. Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with the policies of Exchange and applicable securities legislation.

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: (i) to the anticipated completion of the Unit Offering in accordance with the terms hereof, (ii) the issuance of the underlying securities, (iii) receipt of all necessary approvals for the Unit Offering, and (iv) the intended use of proceeds of the Unit Offering, including for the fullfilment of the follow-on order.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the technology industry of the Company, quality control and supply chain risks, the Unit Offering is completed as currently contemplated, all regulatory approvals are received for the Unit Offering, market conditions, general economic factors, and the equity markets generally. 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]