Mr. Craig Fraser reports

BEACN CLOSES SECOND TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND CONVERTIBLE LOAN AGREEMENT

Further to Beacn Wizardry & Magic Inc.'s news releases dated June 18, 2024, and June 20, 2024, it has closed the second and final tranche of its non-brokered private placement, issuing an additional 833,332 common shares of the company at a price of 18 cents per share for additional proceeds of $150,000. In aggregate under the offering, the company issued 3,723,911 shares at a price of 18 cents per share for aggregate gross proceeds of $670,304.04.

At the option of the investor and with the approval of the company, the shares may be designated an eligible business corporation share (an EBC share) and if so, the designated investor will be eligible for a 30-per-centm tax credit. If elected, there will be restrictions on the sale of the EBC shares for a period of five years.

Except for EBC shares, all of the securities issued with respect to the offering will be subject to a hold period of four months and one day in accordance with applicable securities laws. EBC shares will be subject to a hold period of four months and one day in accordance with applicable securities laws and in addition will be subject to restrictions on sale for a period of five years.

Convertible loan agreement

Additionally, the company is pleased to announce that it has entered into and closed, a convertible loan agreement with certain lenders for an aggregate principal amount of $786,510 on a non-brokered private placement basis.

The loan bears interest at a rate of 13.5 per cent per annum, calculated and payable annually in cash and matures on Feb. 27, 2026 (the maturity date). From and after the date of issue and until the maturity date, the lenders may elect to convert the amount of the loan then outstanding (not including interest) into common shares of the company (each, a conversion share) at a conversion price of 18 cents per conversion share, in accordance with the terms of the convertible loan agreement. The company is entitled to extend the maturity date by six months at its discretion.

The proceeds from the offering and the convertible loan agreement will be used to (i) accelerate the company's B2B (business-to-business) and B2C (business-to-consumer) sales initiatives, (ii) support strategic inventory purchases of current and new products, (iii) continue research and development of new products, and (iv) for general working capital. The transactions are subject to final approval by the TSX Venture Exchange.

Certain directors, officers and insiders of the company participated in the second tranche of the offering in an aggregate amount of 416,666 shares and in the convertible loan agreement in an aggregate amount of $650,000. Such participation is considered to be a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The transactions will be exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities will exceed 25 per cent of the company's market capitalization.

About Beacn Wizardry & Magic Inc.

Beacn Wizardry & Magic is a consumer electronics company based in Victoria, B.C., that develops innovative audio equipment, peripherals and technology for gamers, live streamers and content creators. Beacn is committed to delivering premium products that enable everyone to produce studio-quality content. Beacn's award-winning product ecosystem includes Beacn Mic, Beacn Mic Stand, Beacn Mix and Beacn Mix Create. Beacn is listed on the TSX Venture Exchange under the symbol BECN.

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