NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, Ontario--(Newsfile Corp. - February 5, 2026) - BeWhere Holdings Inc. (TSXV: BEW) (OTCQB: BEWFF) (the "Company" or "BeWhere") has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a commercially reasonable efforts private placement offering of up to 5,720,000 common shares of the Company (each, a "Common Share") at a price of C$0.70 per Common Share (the "Issue Price") for gross proceeds of up to C$4,004,000 (the "Offering").

In addition, the Company will grant to the Agents an option (the "Over-Allotment Option") to sell up to that number of additional Common Shares as is equal to 25% of the number of Common Shares issued in connection with the Offering, being 1,430,000 Common Shares, at the Issue Price for additional gross proceeds of up to C$1,001,000. The Common Shares being issued pursuant to the Offering, including any Common Shares issued in connection with the exercise of the Over-Allotment Option, shall be collectively referred to hereinafter as the "Offered Securities" and the term "Offering" shall include the offering of all Offered Securities.

The Company intends to use the net proceeds of the Offering to expand its equipment rental business to further enhance recurring revenue, to fund its European expansion and for working capital and general corporate purposes, as described in the offering document for the Offering on Form 45-106F19 filed by the Company on SEDAR+ in accordance with the Listed Issuer Financing Exemption (as defined herein).

The Offering will be completed on a private placement basis (i) in reliance on the "listed issuer financing" exemption from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption") in each of the provinces and territories of Canada (excluding Quebec), (ii) in the United States and to, or for the account or benefit of, U.S. persons pursuant to an exemption from the registration requirements of the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, and (iii) in such other jurisdictions other than Canada and the United States pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus filing or comparable obligation, ongoing reporting or continuous disclosure requirement or requisite regulatory or governmental approval arises in such jurisdictions. The securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.bewhere.com. Prospective investors should read this Offering Document before making an investment decision.

The Company has agreed to (i) pay the Agents a cash commission equal to 6.0% of the aggregate gross proceeds raised under the Offering, and (ii) issue to the Agents warrants, exercisable at any time prior to the date that is 36 months from the date of the closing of the Offering, to acquire that number of Common Shares equal to 6.0% of the number of Offered Securities at an exercise price equal to the Issue Price. The warrants issued to the Agents will be subject to a statutory hold period of four months pursuant to applicable Canadian securities laws.

The Company expects to close the Offering on or about February 18^th, 2026. The Offering remains subject to the satisfaction of certain conditions including the receipt of all necessary regulatory approvals, and the approval of the TSX Venture Exchange (the "Exchange").

The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any securities laws of any state of the United States, and accordingly, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. persons" are as defined in Regulation S under the U.S. Securities Act.

About BeWhere Holdings Inc.

BeWhere specializes in low-power 5G IoT wide-area tracking technology, creating remote monitoring solutions that address cost, power, and environmental challenges. Over the last 6 years, the Company has experienced rapid growth, collaborating with Fortune 500 companies, top resellers and installers to deploy hundreds of thousands of trackers across numerous sectors, including transportation, construction, logistics, utilities, health, and government.

BeWhere's tracking solutions are designed to be both cost-effective and simple to implement, significantly expanding the scope of assets that can be connected. These connected devices generate data that powers intelligent AI management platforms. By increasing the number of connected devices, BeWhere enhances the capabilities and growth potential of AI solutions.

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this press release constitute forward-looking statements, within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations, or beliefs of future performance, are "forward-looking statements". Generally, but not always, "forward-looking statements" can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. "Forward-looking statements" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the anticipated date for closing of the Offering; and the receipt of all necessary regulatory and other approvals, including approval of the Exchange.

We caution that such "forward-looking statements" involve known and unknown risks and uncertainties that could cause actual and future events to differ materially from those anticipated in such statements. Such factors and risks include, among others, the risk that the Offering will not be completed on the terms or timeline anticipated or at all; the Company may not obtain all required regulatory approvals for the Offering, including that of the Exchange; the Company may not be able to use the proceeds of the Offering as anticipated; and the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions.

The forward-looking information contained in this news release represents the expectations of BeWhere as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. BeWhere does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law.

For more information, visit www.BeWhere.com or follow BeWhere on LinkedIn, Facebook, and YouTube.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282918

Source: BeWhere Holdings Inc.