Ms. Margaux Berry reports

BEWHERE HOLDINGS INC. ANNOUNCES CLOSING OF ITS C$5.0 MILLION BROKERED LIFE OFFERING, INCLUDING FULL EXERCISE OF OVER-ALLOTMENT OPTION

Bewhere Holdings Inc. has closed its previously announced brokered private placement. Canaccord Genuity Corp. acted as lead agent and sole bookrunner, on behalf of a syndicate of agents including Roth Canada Inc., in connection with the commercially reasonable effort private placement offering, pursuant to which the company issued an aggregate of 7.15 million common shares of the company, including 1.43 million common shares of the company sold pursuant to the exercise in full by the agents of their overallotment option, at a price of 70 cents per common share for gross proceeds of $5,005,000. The offering was conducted pursuant to an agency agreement dated Feb. 19, 2026, between the company, Canaccord Genuity and Roth Canada.

The offering was completed on a private placement basis 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) in each of the provinces and territories of Canada (excluding Quebec), and in such other jurisdictions other than Canada pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus filing or comparable obligation, continuing reporting or continuous disclosure requirement, or requisite regulatory or governmental approval arises in such jurisdictions. The common shares issued under the listed issuer financing exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

The company intends to use the net proceeds of the offering to expand its equipment rental business to further enhance recurring revenue, to finance 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. The offering remains subject to the final approval of the TSV Venture Exchange.

In connection with the offering, the company: (i) paid the agents a cash commission of $300,300; and (ii) issued to the agents 429,000 non-transferable 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 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.

About Bewhere Holdings Inc.

Bewhere specializes in low-power 5G Internet of Things wide-area tracking technology, creating remote monitoring solutions that address cost, power and environmental challenges. Over the past six 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 power intelligent artificial intelligence management platforms. By increasing the number of connected devices, Bewhere enhances the capabilities and growth potential of AI solutions.

We seek Safe Harbor.