ESTW Eastower Wireless Inc

EasTower Wireless Inc. (“EasTower” or the “Company”) (TSXV:ESTW), announces that it intends to complete a series of debt conversions to decrease the Company’s debt.

• Two arm’s length service providers have agreed to accept an aggregate of 34,392,986 common shares of the Company at a deemed price of $0.005 per ‎share in satisfaction of an aggregate of US$125,211.11 of indebtedness.

• Four directors of the Company (Ted Boyle, Joel Liebman, Fred Buzzelli and Margaret Perialas) have agreed to accept an aggregate of 6,592,320 common shares of the Company at a deemed price of CAD$0.005 per share in satisfaction of accrued and unpaid monthly director sitting fees, representing an aggregate of US$24,000 of indebtedness.

• Vlado P. ‎Hreljanovic, an officer and director of the Company, has agreed to accept an aggregate of 23,141,680 common shares of the Company at a deemed price of CAD$0.005 per share in satisfaction of (i) a portion of accrued and unpaid salary from April 2022 to March 2023 equal to US$34,249.60, and (ii) outstanding principal of US$50,000 on loans advanced by Mr. Hreljanovic to the Company, representing an aggregate of US$84,249.60 of indebtedness.

• Donna Anderson, an insider of the Company as a result of holding more than 10% of the common shares of the Company, has agreed to accept an aggregate of 18,596,478 common shares of the Company at a deemed price of CAD$0.005 per share in satisfaction of outstanding principal of US$67,702.34 on loans advanced by Ms. Anderson to the Company.

The foregoing transactions are subject to approval of the directors of the Company and regulatory approval from the TSX Venture Exchange (the “Exchange”). The shares issuable pursuant to the debt conversion transactions will be issued in reliance on exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable state securities laws, and will be issued as “restricted securities” (as defined in Rule 144 under the U.S. Securities Act). In addition, the shares will be subject to an Exchange four-month hold period.

The debt conversion transactions with the foregoing officers/directors/insiders of the Company are each considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transactions are each exempt from the formal valuation approval requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange. The transactions with the four directors are each exempt from the minority shareholder approval requirements of MI 61-101 as at the time they were agreed to, neither the fair market value of the transaction, nor the fair market value of the consideration for the transaction, insofar as they involve interested parties, exceeded 25% of the Company’s market capitalization, respectively. In respect of the transactions with Mr. Hreljanovic and Ms. Anderson, the Company is relying on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(e), on the basis of the “financial hardship” exemption therein. All of the independent directors of the Corporation determined that the terms of the debt conversions are reasonable given the circumstances of the Company.

The Company also announces that it has closed the debt conversions announced on November 23, 2022 as amended on January 12, 2023 (the “2022 Debt Conversions”).

Immediately before the 2022 Debt Conversions, Mr. Hreljanovic held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 2,855,132 common shares and options exercisable for 1,000,000 common shares of the Company, representing 4.05% of all of the issued and outstanding common shares of the Company on a non-diluted basis and representing 5.39% of all of the issued and outstanding common shares of the Company assuming full exercise of Mr. Hreljanovic’s options.

Immediately after the 2022 Debt Conversions, Mr. Hreljanovic holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 13,947,540 common shares and options exercisable for 1,000,000 common shares of the Company, representing 13.31% of all of the issued and outstanding common shares of the Company on a non-diluted basis and representing 14.13% of all of the issued and outstanding common shares of the Company assuming full exercise of Mr. Hreljanovic’s options. The shares are being acquired for investment purposes. Mr. Hreljanovic may increase or reduce his investment in the Company according to market conditions or other relevant factors. The foregoing disclosure regarding Mr. Hreljanovic’s holdings is being disseminated pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”). A copy of the report to be filed with Canadian securities regulators in connection with the acquisition of these securities can be obtained upon its filing under the Company’s profile on the SEDAR website (www.SEDAR.com) or by contacting Mr. Hreljanovic at wireless@eastower.com.

Immediately before the 2022 Debt Conversions, Ms. Anderson held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 1,300,000 common shares, representing 1.84% of all of the issued and outstanding common shares of the Company. Immediately after the 2022 Debt Conversions, Ms. Anderson holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 17,271,949 common shares, representing 16.49% of all of the issued and outstanding common shares of the Company. The shares are being acquired for investment purposes. Ms. Anderson may increase or reduce her investment in the Company according to market conditions or other relevant factors. The foregoing disclosure regarding Ms. Anderson’s holdings is being disseminated pursuant to NI 62-103. A copy of the report to be filed with Canadian securities regulators in connection with the acquisition of these securities can be obtained upon its filing under the Company’s profile on the SEDAR website (www.SEDAR.com) or by contacting Ms. Anderson at deaceafl@gmail.com.

For further information

Vlado P. HreljanovicChief Executive OfficerPh: (561) 549-9070Email: wireless@eastower.com

Shareholder Communications Contact

Email: investor@eastowerwireless.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information

Certain statements contained in this press release constitute “forward-looking information” as such term is ‎defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, ‎‎“potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar ‎expressions as they relate to the Company, are intended to identify forward-looking information. All ‎statements other than statements of historical fact may be forward-looking information. Such statements ‎reflect the Company’s current views and intentions with respect to future events, and current information ‎available to the Company, and are subject to certain risks, uncertainties and assumptions, including, without limitation: receipt of necessary approvals for the transactions; closing conditions for the debt conversions being satisfied or waived; and closing of the debt conversion transactions noted herein. Many factors ‎could cause the actual results, performance or achievements that may be expressed or implied by such ‎forward-looking information to vary from those described herein should one or more of these risks or ‎uncertainties materialize. Examples of such risk factors include, without limitation: credit; market (including ‎equity, commodity, foreign exchange and interest rate); liquidity; operational (including technology and ‎infrastructure); reputational; insurance; strategic; regulatory; legal; environmental; capital adequacy; the ‎general business and economic conditions in the regions in which the Company operates; the ability of the ‎Company to execute on key priorities, including business retention, and strategic plans and to attract, ‎develop and retain key executives; the ability to implement business strategies and pursue business ‎opportunities; low profit market segments; disruptions in or attacks (including cyber-attacks) on the ‎Company’s information technology, internet, network access or other voice or data communications ‎systems or services; the evolution of various types of fraud or other criminal behavior to which the ‎Company is exposed; the failure of third parties to comply with their obligations to the Company or its ‎affiliates; the impact of new and changes to, or application of, current laws and regulations; dependence on ‎key suppliers; granting of permits and licenses in a highly regulated business; the overall difficult litigation ‎environment, including in the U.S.; increased competition; changes in foreign currency rates; increased ‎funding costs and market volatility due to market illiquidity and competition for funding; the availability of ‎funds and resources to pursue operations; critical accounting estimates and changes to accounting ‎standards, policies, and methods used by the Company; the occurrence of natural and unnatural ‎catastrophic events and claims resulting from such events; and risks related to COVID-19 including various ‎recommendations, orders and measures of governmental authorities to try to limit the pandemic, including ‎travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-‎in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and ‎sales channels, and a deterioration of general economic conditions including a possible national or global ‎recession; as well as those risk factors discussed or referred to in the Company’s disclosure documents ‎filed with the securities regulatory authorities in certain provinces of Canada and available at ‎www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions ‎underlying the forward-looking information prove incorrect, the actual results or events may differ materially ‎from the results or events predicted. Any such forward-looking information is expressly qualified in its ‎entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the ‎accuracy or completeness of such forward-looking information. The forward-looking information included in ‎this press release is made as of the date of this press release and the Company undertakes no obligation ‎to publicly update or revise any forward-looking information, other than as required by applicable law.