Mr. Andrew Duncan reports

BOARDWALKTECH SOFTWARE CORP ANNOUNCES CLOSING OF SECOND TRANCHE OF UPSIZED NON-BROKERED LIFE OFFERING

Boardwalktech Software Corp. has made a second final closing of its previously announced private placement pursuant to the listed issuer financing exemption (LIFE) of National Instrument 45-106 (Prospectus Exemptions), which was first announced on Dec. 11, 2023, and then when the offering was upsized on Dec. 22, 2023. The second tranche of the LIFE offering, was extended at request of investors unable to participate in the first tranche and resulted in the issuance of 473,400 units of the company on the same terms as the first tranche.

Subject to compliance with applicable regulatory requirements, and in accordance with NI 45-106, the LIFE offering was made to purchasers that reside 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 second tranche of the LIFE offering, the company also issued 32,825 units on a non-brokered basis to United States investors, at 22 U.S. cents (equivalent of 30 Canadian 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 across both tranches of the offering a total of 7,521,578 units were issued and an aggregate of $2,256,473 gross proceeds were raised.

For more information about the offering please refer to the company's press releases dated Dec. 11, 2023, Dec. 22, 2023, Dec. 29, 2023, and Jan. 25, 2023.

The company paid certain finders' fees in connection with the second tranche of the offering of approximately $11,361 in cash commissions and 37,872 non-transferrable warrants of the company exercisable to acquire one common share at an exercise price of 50 cents for a period of three years from the date of issuance. The finders' warrants are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

There is an amended and restated offering document related to this offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

Certain directors and officers of the company participated in the Offering and, as such, the closing of the offering may constitute a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation in the closing of the offering. No special committee was established in connection with the offering or the participation of the insiders in the closing of the offering, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details will be included in a material change report that will be filed by the company in connection with the completion of the closing of the second tranche of the offering. The company did not file a material change report more than 21 days before the closing date of the second tranche of the offering as the terms of the second tranche of the offering and the total amount to be invested by the insiders were not settled until shortly prior to closing and the company wished to complete the final tranche of the offering on an expedited basis for sound business reasons.

Completion of the offering is subject to the satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange.

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.

We seek Safe Harbor.