Mr. Charlie Glavin reports

BOARDWALKTECH SOFTWARE CORP ANNOUNCES CLOSING OF INITIAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Boardwalktech Software Corp. has closed, subject to the approval of the TSX Venture Exchange, an initial tranche of a non-brokered private placement of 6,698,666 units of the company at the price of 30 cents per unit for gross proceeds of approximately $2,009,600 pursuant to the listed issuer financing exemption (the LIFE) of National Instrument 45-106 -- Prospectus Exemptions, which was previously announced on Dec. 11, 2023, and then when the offering was upsized on Dec. 22, 2023.

Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at a price of 50 cents per common share for a period of 36 months from the closing date of the offering, subject to early acceleration by the company if the trading price of the common shares of the company is greater than $1.

Subject to compliance with applicable regulatory requirements, and in accordance with NI 45-106, the LIFE offering was made to purchasers resident in Canada pursuant to the LIFE Part 5A of NI 45-106. The securities issued under the LIFE offering are not subject to a hold period in accordance with applicable Canadian securities laws.

Concurrently with the completion of the LIFE offering, the company also issued 316,687 units on a non-brokered basis to United States investors, at 22 U.S. cents (equivalent of 30 cents) with equivalent commercial terms for each warrant per unit. The securities issued under the concurrent offering remain subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation. Collectively with the LIFE offering and the concurrent offering a total of 7,015,353 units were issued in the offering, resulting in aggregate gross proceeds of approximately $2,104,606.

In connection with the offering, the company paid aggregate finder fees of approximately $107,968 in cash commissions and 359,893 non-transferrable warrants of the company exercisable until Dec. 28, 2026, to acquire one common share at an exercise price of 50 cents. The finder's warrants are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

The company will evaluate and may potentially close an additional tranche of the offering as it deems strategic based on needs and fit with prospective investors, up to the maximum of $2.5-million.

The company expects to use the net proceeds of the offering for sales and marketing expenditures, working capital requirements, and to enhance its balance sheet to drive new business.

Insiders of the company participated in the offering for approximately $53,000 (equivalent of $38,870 (U.S.)) and such units issued to insiders are subject to a four-month hold period pursuant to applicable policies of the TSX-V. The issuance of units to insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

About Boardwalktech Software Corp.

Boardwalktech has developed a patented digital ledger technology platform currently used by Fortune 500 companies running mission-critical applications worldwide. Boardwalktech's digital ledger technology and its unique method of managing vast amounts of structured and unstructured data is the only platform on the market today where multiple parties can effectively work on the same data simultaneously while preserving the fidelity and provenance of the data. Boardwalktech can deliver collaborative, purpose-built enterprise information management applications on any device or user interface with full integration with enterprise systems of record in a fraction of the time it takes other non-digital ledger technology-based platforms. Boardwalktech is headquartered in Cupertino, Calif., with offices in India and operations in North America.

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