Mr. Tag Gill reports

WANGTON CAPITAL ANNOUNCES EXECUTION OF LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION WITH ALWAYS CONNECT AI

Wangton Capital Corp. has entered into an arm's-length letter of intent dated Aug. 14, 2026, with Click Now Technologies Ltd., doing business as Always Connect AI, pursuant to which the company will acquire 100 per cent of the shares of Always Connect. It is anticipated that the proposed transaction will constitute the qualifying transaction of the company in accordance with Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. The proposed transaction is an arm's-length transaction as defined by TSX-V Policy 1.1, Interpretation.

Always Connect is an Israeli deep-technology company developing an AI-powered (artificial intelligence) software platform for autonomous network operations across satellite and terrestrial communications networks. Serving both defence and commercial markets, Always Connect's platform enables satellite operators, telecommunications providers and defence organizations to continuously analyze network conditions, predict demand and autonomously orchestrate connectivity across complex, converging communications environments.

Always Connect's principal assets are its proprietary intellectual property, software technology, patents, know-how and related development assets. Always Connect has developed and protected its core technology through a portfolio of patent applications and granted intellectual property rights, including:

• A granted U.S. patent relating to Always Connect's core communications technology;
• An international PCT (Patent Cooperation Treaty) patent application covering Always Connect's technology in multiple jurisdictions;
• Additional two patent applications/provisional applications relating to Always Connect's technology and further developments.

Always Connect's intellectual property covers technology for intelligent communications orchestration, including the segmentation and parallel transmission of data across multiple communication channels and the dynamic selection and optimization of available connectivity resources. In addition to its patent portfolio, Always Connect's significant assets include its proprietary software, algorithms, source code, technical know-how, development infrastructure and related intellectual property.

Always Connect was incorporated on Jan. 31, 2021, and is headquartered in Israel. Michal Hubschmann is the sole control person of Always Connect.

Summary of the proposed transaction

Pursuant to the terms and conditions of the LOI, the parties have an initial period of 120 days to negotiate and enter into a definitive agreement, incorporating the principal terms of the proposed transaction as described in the LOI. There is no assurance that a definitive agreement will be successfully negotiated or entered into. The terms and conditions outlined in the LOI are expected to be superseded by the definitive agreement to be negotiated between the parties. The proposed transaction will be structured as a share exchange, merger, amalgamation or other form of business combination based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations.

As consideration for the acquisition of all of the outstanding common shares of Always Connect, holders of Always Connect shares will receive common shares in the capital of the company at a deemed price per consideration share that is equal to a 20-per-cent discount to the price of the securities offered in the concurrent financing (as defined below). The exchange ratio of the Always Connect shares for the consideration shares will be determined based on a premoney valuation of $7.5-million (U.S.) for Always Connect. The consideration shares will, in addition to escrow and restrictions on resale as required under exchange policies and applicable securities laws, be subject to contractual resale restrictions, pursuant to which 25 per cent of the consideration shares will be issued six months following the exchange's final bulletin approving the proposed transaction and an additional 15 per cent of the consideration shares will be released in six-month intervals thereafter.

On the closing date of the proposed transaction, outstanding stock options to acquire Always Connect shares will be terminated and replaced with options of the resulting issuer (as defined herein). The parties have agreed that 500,000 resulting issuer options will be granted to current management and board members of the company. Further, following the completion of the proposed transaction, 10 per cent of the issued and outstanding common shares in the capital of the resulting issuer will be reserved for key management as performance shares issuable upon achievement of milestones mutually agreed to by the company and Always Connect.

Upon completion of the proposed transaction, the company expects that it will be listed as a Tier 2 technology issuer on the exchange. Always Connect will operate as a wholly owned subsidiary of the resulting issuer and the resulting issuer will continue the business of Always Connect under the name Always Connect AI Corp. or such other name as determined by the parties.

None of the non-arm's-length parties (as defined by Policy 1.1) to the company has any direct or indirect beneficial interest in Always Connect or its assets. The company does not anticipate that the proposed transaction will be subject to approval of the company's shareholders.

Concurrent financing

In connection with the proposed transaction, the parties will undertake a non-brokered private placement financing for gross proceeds of a minimum $4-million. The pricing, structure and final terms of the concurrent financing will be determined in the context of the market. The concurrent financing will be subject to commissions that are consistent with standard market conditions for transactions of this type.

Loans

In connection with the execution of the LOI, the company will advance Always Connect $25,000, which will be secured by a demand promissory note. Subject to the receipt of exchange approval, the company will subsequently advance Always Connect a loan of up to $225,000 in one instalment. Upon advance of the Wangton loan, the initial advance will also be amended to be on the same terms and form part of the Wangton loan. The Wangton loan will bear interest at a rate of 10 per cent per annum and will mature on the date that is 12 months from the date of the first advance under the Wangton loan. The Wangton loan will be extinguished upon completion of the proposed transaction. The Wangton loan will be separately documented and include customary terms and conditions as mutually agreed by the parties.

In addition to the Wangton loan, the company will arrange additional financing from arm's-length lenders to provide bridge financing to Always Connect with a minimum principal amount of $500,000 (U.S.). The third party loans will bear interest at 10 per cent per annum and will mature on the date that is 12 months from the date on which the funds are advanced to Always Connect. Upon closing of the proposed transaction, all of the principal and interest on the third party loans will automatically convert into units of the resulting issuer at a 20-per-cent discount to the concurrent financing price, with each unit consisting of one resulting issuer share and one-half of one resulting issuer share purchase warrant, which shall have an exercise price equal to the concurrent financing price. The obligations under the loans will be fully secured by a general security agreement providing a first-charge security interest over all the present and after acquired property of Always Connect.

Finder's fee

In consideration of their role in introducing Always Connect to the company and providing assistance in connection with the proposed transaction, the company has agreed to pay an arm's-length finder a finder's fee in connection with the proposed transaction. The finder's fee shall be payable in resulting issuer shares and be equal to 5 per cent of: (i) the consideration shares issued to the shareholders of Always Connect in the proposed transaction; and (ii) the performance shares issued, if any. The finder shares shall be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

Changes to board and management

Upon closing of the proposed transaction, the board of directors of the resulting issuer will be reconstituted to consist of five members consisting of: (i) three nominees of Always Connect; (ii) one nominee of the company; and (iii) one director jointly agreed upon by the company and Always Connect. It is currently anticipated that the following individuals will be directors, officers and advisers of the resulting issuer.

Michal Hubschmann -- chief executive officer

Ms. Hubschmann is a serial technology entrepreneur with more than 20 years of experience building and managing technology companies. She has founded and led international technology businesses, including a previous company that grew to approximately 80 employees and generated significant international revenues before being acquired. She brings extensive experience in entrepreneurship, corporate development, international business, fundraising and strategic management.

Eran Shalev -- chief technologu officer and vice-president, product

Mr. Shalev is a telecommunications executive and technology professional with approximately 37 years of experience in the telecommunications industry. His experience includes telecom infrastructure, wireless communications, network technologies, product development and large-scale telecommunications projects. He is responsible for technology and product development at Always Connect and has contributed to Always Connect's communications and connectivity technology and intellectual property portfolio.

Ivan Volianik -- vice-president, research and development

Mr. Volianik leads Always Connect's research and development activities and has extensive experience in software development, large-scale systems and multidisciplinary engineering teams. He is responsible for translating Always Connect's technology into scalable software and production-ready solutions.

Yoav Har-Even -- strategic/defence adviser

Mr. Har-Even is a former chief executive officer of Rafael Advanced Defense Systems and a former senior officer in the Israel Defense Forces, where he served at the rank of major general. He brings extensive experience in defence systems, strategic technology, defence procurement and international defence markets.

Louis Libin -- telecommunications/strategic adviser

Mr. Libin is an experienced telecommunications and broadband industry executive and adviser, with extensive experience across cable, wireless, satellite and communications technologies. His background includes work in telecommunications policy, spectrum and industry standards, as well as strategic business development in the communications sector.

Additionally, the resulting issuer will enter into a Shareholder Rights Agreement with a designee of the Always Connect which, subject to adjustment based on future dilution, will provide such designee with the right, for a period of three (3) years following the closing of the proposed transaction, to: (i) nominate for appointment or election to the resulting issuer Board three (3) nominees, as designated by the Designee, subject to adjustment as provided below; and (ii) ensure that the size of the resulting issuer Board shall not be greater than five (5) directors.

Significant Conditions to Closing

Completion of the proposed transaction is subject to a number of conditions precedent, including, but not limited to: (i) completion of due diligence; (ii) execution of the Definitive Agreement; (iii) completion of the audited financial statements of Always Connect; (iv) completion of the Concurrent Financing; (v) receipt of required corporate approvals; and (vi) receipt of Exchange approval. There is no assurance that the proposed transaction will be completed on the terms proposed above, or at all.

Trading halt

Trading of the shares of the company has been halted as a result of the announcement of the proposed transaction and the company expects that trading will remain halted pending closing of the proposed transaction, subject to the earlier resumption upon exchange acceptance of the proposed transaction and the filing of required materials in accordance with exchange policies.

Financial statements of Always Connect

The financial statements of Always Connect are currently being prepared and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4.

Additional information

The company plans to issue an additional press releases in accordance with Policy 2.4 as additional information on the proposed transaction becomes available, which will include, among other things, selected financial information respecting Always Connect, the terms of the concurrent financing, the number of consideration shares that will be issued, and the proposed board of directors of the resulting issuer and biographies for such individuals. Additional information with respect to Always Connect and the proposed transaction will be included in the company's management information circular or filing statement to be filed in connection with the proposed transaction, which will be available under the company's SEDAR+ profile.

About Wangton Capital Corp.

The company is designated as a capital pool company under TSX-V Policy 2.4. The company has not commenced commercial operations and has no assets other than cash. The company's objective is to identify and evaluate businesses or assets with a view to completing a qualifying transaction. Any proposed qualifying transaction must be approved by the exchange and, in the case of a non-arm's-length qualifying transaction, must also receive majority approval of the minority shareholders. Until the completion of a qualifying transaction, the company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained and the outstanding conditions are satisfied. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.