Mr. Andrew Duncan reports

BOARDWALKTECH ANNOUNCES NEW NON-BROKERED LIFE OFFERING AND CLOSES PRIOR OFFERING

Boardwalktech Software Corp., subject to the approval of the TSX Venture Exchange, intends to complete a new non-brokered private placement for gross proceeds of up to $750,000, pursuant to the listed issuer financing exemption (LIFE) of National Instrument 45-106, Prospectus Exemptions, in conjuncture with the closing of its prior offering announced on Feb. 26, 2025. (All dollar amounts in this news release are in Canadian dollars, except as noted.)

The new offering will consist of up to 5,769,231 units of the company at a price of 13 cents per unit. Each unit will comprise one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at a price of 25 cents per common share for a period of 12 months from the closing date of the offering.

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

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

The company expects to use the net proceeds of the offering for sales and marketing expenditures, for working capital requirements, and to enhance its balance sheet to drive new business. Closing of the offering is expected to occur on or about May 29, 2025, or such other date as the company may decide, and remains subject to the company obtaining all necessary corporate and regulatory approvals, including approval of the TSX-V. The company may pay finders' fees in connection with the offering and in accordance with the policies of the TSX-V.

Closing of the prior offering

As previously announced on March 17, 2025, the company has closed, subject to the final approval of the TSX-V, its prior offering, consisting of 8,576,573 units at the price of 13 cents per unit, pursuant to the LIFE, which was previously announced on Feb. 27, 2025. In the prior offering, the company also issued an additional 250,000 units to United States investors pursuant to other applicable prospectus exemptions, at nine U.S. cents (equivalent of 13 cents), with equivalent commercial terms for each warrant per unit. The securities issued to U.S. investors 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 the prior offering, a total of 8,826,573 units were issued, resulting in aggregate gross proceeds of approximately $1,147,454.

In connection with the close of the prior offering, the company paid aggregate finders' fees of approximately $40,169 in cash commissions and 308,996 non-transferable warrants of the company, each exercisable until March 14, 2026, to acquire one common share at an exercise price of 25 cents. 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.

Certain insiders of the company subscribed for an aggregate of 250,000 units in the prior offering and, as such, the prior 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 of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

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 are 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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