Toronto, Ontario--(Newsfile Corp. - June 3, 2026) - BeWhere Holdings Inc. (TSXV: BEW) (OTCQB: BEWFF) (the "Company" or "BeWhere"), is pleased to announce that its wholly owned Ontario subsidiary, BeWhere Inc. (the "Purchaser") has completed the acquisition of all of the issued and outstanding shares (the "Purchased Shares") in the capital of SecureQuip Systems Ltd. ("SecureQuip"), pursuant to a share purchase agreement (the "SPA") dated June 3, 2026 between Christopher MacLean (the "Vendor"), the Purchaser and SecureQuip (the "Transaction") on June 3, 2026 (the "Closing Date").

BeWhere CEO, Co-Founder and Director Owen Moore commented, "SecureQuip is a very compelling acquisition across a number of strategic and financial fronts as it:

(i) improves our position in the Equipment Asset Tracking vertical, a core strategic growth market;
(ii) materially increases our high-value recurring revenue with post transaction pro-forma Annual Recurring Revenue (ARR)⁽¹⁾ estimated at over $12M;
(iii) is a complementary acquisition that is anticipated to contribute to the Company's revenue, cash flow and profitability;
(iv) offers access to an established customer base with cross-sell opportunities including long-tenured construction and fleet operators,
(v) helps expand our existing reseller market share; and,
(vi) presents a cross-sell opportunity for the Company's broader IoT platform while allowing for entry into the higher-margin asset recovery market."

Founded in Midland in 2002, SecureQuip is an Ontario-based provider of asset tracking solutions, and currently has approximately 11,000 tracking devices operating in the North American marketplace. Select financial results for SecureQuip for the fiscal year ending October 2025 are provided in the table below.

SecureQuip Select Financial Results (Management Prepared Unaudited Results)

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The Company cautions that past financial performance is not indicative of future financial performance, and forward-looking financial information with respect to potential outlook and future financial results contained in this press release may differ materially from the Company's actual operating results as a result of, among other things, the factors described under "Cautionary Statements Regarding Forward-Looking Information."

Terms of the Acquisition

Pursuant to the terms of the SPA, the Purchaser acquired the Purchased Shares for a base purchase price of $789,000, subject to customary closing adjustments (the "Purchase Price"), payable in cash.

In addition to the Purchase Price, the SPA provides that the Vendor, or an affiliate of the Vendor, is entitled to 100% of the net income generated by the stolen equipment recovery services and related operations of SecureQuip (the "Stolen Equipment Recovery Business") during the period commencing on the Closing Date and ending on the expiration of the Earn-out Eligible Contracts (as defined herein) (the "Earn-out Amount"). The Earn-out Amount shall be calculated solely by reference to revenue and expenses attributable to certain contracts of the Stolen Equipment Recovery Business that are in existence and outstanding as at the Closing Date and all units of the Stolen Equipment Recovery Business provided by the Vendor or an affiliate thereof to SecureQuip following the Closing Date (collectively, the "Earn-out Eligible Contracts").

The Purchaser has also entered into a consulting agreement (the "Consulting Agreement") with the Vendor, pursuant to which the Vendor has agreed to provide transition consulting services to the Purchaser for a minimum period of three months following the Closing Date at a fee of $5,000 per month.

The parties to the SPA are arm's length parties and there are no finder's fees payable pursuant to the Transaction.

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.

Non-IFRS and Other Financial Measures

This press release contains references to certain non-IFRS financial measures and supplementary financial measures, including EBITDA and Annual Recurring Revenue ("ARR"). These measures are not recognized financial measures under IFRS Accounting Standards, do not have any standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other entities. Management believes that these measures provide useful supplemental information regarding the Company's operating performance and uses them to evaluate the underlying performance of the business. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards. Readers are cautioned not to place undue reliance on these measures.

(1) Annual Recurring Revenue ("ARR") is a supplementary financial measure that the Company uses as a directional indicator of subscription revenue going forward, assuming customers maintain their subscription plan for a period of 12 months. ARR is calculated by multiplying total quarterly recurring revenue by 4. ARR does not have any standardized meaning under IFRS Accounting Standards, should not be construed as an alternative to revenue or any other measure of financial performance calculated and presented in accordance with IFRS Accounting Standards, and may not be comparable to similar measures presented by other entities.

Cautionary Statements Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as "believes", "expects", "anticipates", "estimates", "intends", "plans", "continues", "project", "potential", "possible", "contemplate", "seek", "goal", or similar expressions, or may employ such future or conditional verbs as "may", "might", "will", "could", "should" or "would", or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. All statements other than statements of historical facts contained in this news release are forward-looking statements. Forward-looking information in this news release includes, without limitation, statements regarding the future plans and objectives of the Company, the acquisition of SecureQuip and its business, the Company's and SecureQuip's growth initiatives, expectations regarding future financial performance and figures, including, without limitation, estimated net revenues, including ARR and the Earn-Out Amount, results and timing of development efforts, execution of business strategy, future performance and future growth, business prospects, any future payments due under the SPA and the Consulting Agreement, including, but not limited to, the Earn-out Amount, and the anticipated benefits from the Transaction or the Consulting Agreement.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made, including, but not limited to, the Company being able to capitalize on the services and business of SecureQuip, the ability of SecureQuip to maintain its business as presently contemplated, the ability of SecureQuip to continue to retain service providers and customers, the ability of SecureQuip to provide services in accordance with applicable laws and regulations, the business and future business of SecureQuip and synergies with the Company's operations and development initiatives, and such other assumptions presented in the Company's disclosure record. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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

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