ESTW Eastower Wireless Inc

EasTower Wireless Inc. (the “Company”) (TSXV: ESTW), formerly OV2 Investment 1 Inc. (TSXV: OVO.P), is pleased to announce that it has completed its previously-announced qualifying transaction (the “Qualifying Transaction”) pursuant to the policies of the TSX Venture Exchange (“TSXV”). For additional information about the Qualifying Transaction, please see the Company’s news release dated April 29, 2021, and the filing statement of the Company dated March 2, 2022 (the “Filing Statement”), which are available at www.sedar.com.

Trading in the common shares of the Company (the “Common Shares”) is expected to commence on the TSXV under the symbol “ESTW” on or about March 29, 2022, upon issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.

The Qualifying Transaction was completed in accordance with the terms of the previously announced definitive merger agreement dated April 28, 2021 ‎(the “Agreement”) ‎among the Company, EasTower Group, Inc. (“EasTower”) and EasTower Acquisition Corporation (“Subco”), a wholly owned subsidiary of the Company.‎ Pursuant to the terms of the Agreement:

• the Company: (a)‎ consolidated its issued and outstanding Common Shares on the basis of 0.79730908 existing Common Shares for one ‎consolidated Common Share (the “Consolidation”); (b) completed a continuance from the Canada Business Corporations Act to the Business Corporations Act (British Columbia); and (c) changed its name from “OV2 Investment 1 Inc.” to “EasTower Wireless Inc.”;
• the parties completed a business combination involving a triangular merger among the Company, EasTower and Subco, whereby EasTower and Subco merged under the Florida Business Corporations Act, with EasTower surviving as a wholly owned subsidiary of the Company (the “Merger”); and
• in connection with completion of the Merger, former holders of shares of common stock of EasTower (“EasTower Shares”) received an aggregate of 30,563,213 post-Consolidation common shares of the Company (“Resulting Issuer Shares”), former holders of EasTower convertible debentures received an aggregate of 10,463,177 Resulting Issuer Shares, and certain persons received an aggregate of 2,500,000 Resulting Issuer Shares in payment of a finder’s fee and a consulting fee, as further described in the Filing Statement. Details on the TSXV and contractual escrow applicable to the Resulting Issuer Shares issued are described in the Filing Statement.

Prior to completion of the Merger and pursuant to the terms of the subscription receipt agreement dated July 21, 2021 between the Company and TSX Trust Company (the “Subscription Receipt Agent”), the previously-issued 8,659,000 subscription receipts of the Company were converted, for no additional consideration, into 8,659,000 Resulting Issuer Shares and 4,329,500 post-Consolidation common share purchase warrants of the company (the “SR Warrants”), upon satisfaction of the escrow release conditions attached to the subscription receipts. Each SR Warrant will be convertible into one Resulting Issuer Share at an exercise price of $0.40 per Resulting Issuer Share for a period of 24 months from the issuance thereof. The gross proceeds from issuance of the subscription receipts (the “Escrowed Proceeds”) were released from escrow by the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agent, subject to payment of fees and expenses. Upon release of the Escrowed Proceeds pursuant to the Subscription Receipt Agreement, 657,520 broker warrants were issued to certain finders. Each broker warrant is exercisable for one Resulting Issuer Share at an exercise price of $0.40 per Resulting Issuer Share for a period of 24 months from the issuance thereof. For more information on the terms and conditions of the Company’s non-brokered subscription receipt offering, please see the Company's press release dated July 21, 2021.

The board of directors of the Company now consists of five directors: Vlado P. Hreljanovic, Margaret Perialas, John Edward (Ted) Boyle, Fernando David (Fred) Buzzelli and Joel Liebman. The officers of the Company are Vlado P. Hreljanovic (Chief Executive Officer and President), Kyle Appleby (Chief Financial Officer) and Margaret Perialas (Executive Vice-President and Corporate Secretary). The directors and officers of the Company, as a group, beneficially own, or control or direct, directly, or indirectly, 4,131,159 Resulting Issuer Shares, which are subject to escrow restrictions as further described in the Filing Statement.

On completion of the Merger, the Company granted an aggregate of 2,650,000 stock options exercisable to purchase Resulting Issuer shares to certain directors, officers, and employees of the Company. The options have an exercise price of $0.25 and expiry of 10 years from the date of issuance.

Following the completion of the Merger and the Consolidation, the Company has ‎‎‎‎‎‎‎60,185,392 Resulting Issuer Shares outstanding and has reserved for issuance 3,247,981 Resulting Issuer Shares pursuant to stock options and 6,925,260 Resulting Issuer Shares pursuant to warrants to purchase Resulting Issuer Shares (including broker warrants).

About EasTower Wireless Inc.

The Company, through its wholly owned subsidiary, EasTower Communications, Inc., is a U.S. provider of wireless communications infrastructure and related services. The Company specializes in the construction, installation, upgrade, and maintenance of wireless communication systems, including 5G, 4G and small cell deployments as well as first responder or FirstNet initiatives. Their diverse, top-tier customer base includes major telecom providers, global original equipment manufacturers (OEMs), corporations and federal agencies. The Company is currently operating in the Florida market and focusing on potential expansion in the southeastern region of the US.

For further information:

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

Forward-Looking Information

Certain statements contained in this news release, such as the anticipated trading day on the TSXV and the Company’s business plans, constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Specifically, this news release contains forward looking information relating to, among others, trading of the Company’s Common Shares and the Company’s business strategy and potential expansion activities. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company’s financial condition and development plans do not change as a result of unforeseen events, that the Company obtains regulatory approval, the success and viability of the Company’s business strategy and expansion plans, including ability to hire the necessary individuals and obtain supplies and contract with third party customers. In addition, any potential expansion of the Company’s operations is subject to the Company raising additional capital. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company’s financial condition and development plans change, as well as the other risks and uncertainties applicable to the Company as set forth in the Company’s Filing Statement in respect of the Qualifying Transaction filed under the Company’s profile at www.sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

All references to “$” are to Canadian dollars.

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.‎