/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 6, 2025
/CNW/ - Wi2Wi Corporation (TSX.V: YTY) (OTC: ISEYF) ("Wi2Wi"
or the "Company") announces a best efforts non-brokered
private placement for the issuance of up to 15,000,000 units of the
Company (the "Units") at a price of CAD$0.05 per Unit, to raise aggregate gross
proceeds of up to CAD$750,000 (the
"Offering"). Each Unit will be comprised of one common share
in the capital of the Company (a "Share") and one-half of
one common share purchase warrant (each whole warrant referred to
as a "Warrant"). Each Warrant entitles the holder to
purchase one Share at an exercise price of CAD$0.10 per Share for a period of two years from
the closing date of the Offering, subject to an acceleration clause
(details described below).
Use of Proceeds
The Company intends to use the proceeds from the Offering, for
working capital purposes, including to satisfy increased demand
from a long-standing client. In response to a recent shipment that
did not meet Wi2Wi's quality standards, the Company was able to
immediately determine the root cause (which was isolated to a
single major account customer) and that resulted in a follow on
order of approximately USD$500,000
for the same component. Such order reinforces the Company's
relationships with its customers, as well as Wi2Wi's commitment to
quality and customer satisfaction. Fulfilling this order will
require additional working capital as the Company ramps-up its
production.
"Our top priority is delivering high-quality products and
maintaining strong customer relationships," said Ted Clark, CEO of Wi2Wi. "We acted quickly to
resolve this matter, demonstrating our commitment to excellence.
The customer's continued trust and significant follow-on order
reflect the value they place in Wi2Wi's solutions and service."
Acceleration Terms of the Warrants
If, at any time prior to the expiry date of the Warrants, the
closing price of the Shares on the TSX Venture Exchange (the
"Exchange") is equal to or greater than CAD$0.10 for any 10 consecutive trading days,
then the Company may, at its option, accelerate the expiry date of
the Warrants by issuing a press release announcing that the expiry
date of the Warrants shall be deemed to be on the 30th day
following the issuance of the Warrant acceleration press release.
All Warrants that remain unexercised following the accelerated
expiry date shall immediately expire and all rights of holders of
such Warrants shall be terminated without any compensation to such
holder.
The Units will be offered by way of a private placement pursuant
to exemptions from prospectus requirements under applicable
Canadian securities laws. Closing of the Offering is subject to a
number of conditions, including receipt of all necessary corporate
and regulatory approvals, including the Exchange. All securities
issued in connection with the Offering will be subject to a
statutory hold period of four months plus a day from the date of
issuance in accordance with the policies of Exchange and applicable
securities legislation.
About Wi2Wi Corporation
Wi2Wi is a specialized electronic component supplier with
expertise in frequency control devices as well as in wireless
technologies. Founded in 2005, Wi2Wi's headquarters, design center
and manufacturing facility are located in Middleton, WI. Wi2Wi aims to deliver specific
solutions using its in-house design and manufacturing expertise, as
well as leveraging global partnerships with silicon and wireless
technology suppliers.
NOT FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES IN THE UNITED
STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR
TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN
OFFER OR SALE OF SECURITIES IN THE UNITED
STATES.
Forward-looking information
This press release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations (including negative and grammatical
variations) of such words and phrases or statements that certain
acts, events or results "may", "could", "would", "might" or "will
be taken", "occur" or "be achieved". Forward-looking information in
this press release may include, without limitation, statements
relating: (i) to the anticipated completion of the Unit Offering in
accordance with the terms hereof, (ii) the issuance of the
underlying securities, (iii) receipt of all necessary approvals for
the Unit Offering, and (iv) the intended use of proceeds of the
Unit Offering, including for the fullfilment of the follow-on
order.
These statements are based upon assumptions that are subject
to significant risks and uncertainties, including risks regarding
the technology industry of the Company, quality control and supply
chain risks, the Unit Offering is completed as currently
contemplated, all regulatory approvals are received for the Unit
Offering, market conditions, general economic factors, and the
equity markets generally. Because of these risks and uncertainties
and as a result of a variety of factors, the actual results,
expectations, achievements or performance of Wi2Wi may differ
materially from those anticipated and indicated by these
forward-looking statements. Any number of factors could cause
actual results to differ materially from these forward-looking
statements as well as future results. Although Wi2Wi believes that
the expectations reflected in forward-looking statements are
reasonable, they can give no assurances that the expectations of
any forward-looking statements will prove to be correct. Except as
required by law, Wi2Wi disclaims any intention and assumes no
obligation to update or revise any forward-looking statements to
reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting
such forward-looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Wi2Wi Corporation
