TORONTO , July 28, 2025 /CNW/ - Wi2Wi Corporation(TSXV: YTY) (OTC: ISEYF) ("Wi2Wi" or the "Company") announces that it has closed a non-brokered private placement for total gross proceeds of $700,000 through the issuance of a total of 14,000,000 units of the Company (the "Units") at a price of $0.05 per Unit (the "Offering").

Each Unit consists of one common share of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant entitled the holder to purchase one additional Share at an exercise price of $0.10 per Share for a period of two years from the closing date of the Offering, subject to acceleration, as described below.

The Warrants are subject to an acceleration clause, whereby 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 $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 such 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 Company plans to use the net proceeds of the Offering: (i) to prepay key suppliers of the Company to secure critical production inventory to enable the Company to fulfill its obligations related to outstanding and time-sensitive customer orders; and (ii) for general working capital purposes.

No finder's fees were paid in connection with the closing of the Offering.

All securities issued in connection with the Offering are subject to a statutory hold period until November 26, 2025, in accordance with the policies of the Exchange and applicable Canadian securities legislation.

Early Warning Disclosure

In connection with the Offering, Chris Wardle (the "Subscriber") acquired 14,000,000 Units for the aggregate amount of $700,000 pursuant to a subscription agreement entered into between the Subscriber and the Company, therefore, representing 14,000,000 Shares and 14,000,000 Warrants.

Immediately prior to the Offering, the Subscriber had beneficial ownership of 9,215,000 Shares and 1,250,000 Warrants, representing approximately 5.00% of the issued and outstanding Shares on a non-diluted basis. Immediately after the Offering, the Subscriber has beneficial ownership of an aggregate total of 23,215,000 Common Shares, representing approximately 11.71% of the issued and outstanding Shares on a non-diluted basis.

The Subscriber acquired the Units pursuant to the Offering for investment purposes and intends to review his investment in the Company on a continuing basis. Depending upon a number of factors including market and other conditions, the Subscriber may from time to time increase or decrease his beneficial ownership, control, direction or economic exposure over securities of the Company.

This news release is being issued under the early warning provisions of Canadian securities legislation. An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where the Company is reporting and will be available on SEDAR+ at www.sedarplus.ca.

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED IN THIS NEWS RELEASE IN THE UNITED STATES. SUCH 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, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF PERSONS IN THE UNITED STATES OR "U.S. PERSONS", AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

About Wi2Wi Corporation

Wi2Wi is a specialized electronic component supplier with expertise in all aspects of frequency control devices as well as in wireless technologies. Wi2Wi'sPrecision Devicesbrand of products has earned a premier spot in numerous key markets including avionics, aerospace, industrial equipment, government, and the U.S. military. Founded in 2005, Wi2Wi's headquarters, design center and manufacturing facility are located in the heart of America's industrial belt in Middleton, Wisconsin. Wi2Wi can deliver specific solutions using its in-house design and manufacturing expertise, as well as leveraging its global partnerships with silicon and wireless technology suppliers. The Company uses a global network of manufacturer's representatives to promote its products and services and has partnered with distributors for the fulfillment of orders all of which augment a US-based direct sales team.

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking information in this news release includes the projected use of net proceeds from the Offering and statements regarding the Subscriber's investment holdings in the Company.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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