Bewhere arranges $4-million private placement

Executive Summary

• Bewhere Holdings Inc. announced a brokered private placement offering of up to 5.72 million common shares at C$0.70 per share, targeting gross proceeds of up to C$4.0 million.
• The offering includes a 25% overallotment option for up to 1.43 million additional shares, potentially increasing total gross proceeds by up to C$1.0 million.
• Net proceeds will be allocated to expand the equipment rental business to enhance recurring revenue, finance European expansion, and fund working capital and general corporate purposes.

Key Details

• Lead Agent & Structure: Canaccord Genuity Corp. acting as lead agent and sole bookrunner for a syndicate of agents in a commercially reasonable effort private placement.
• Share Price & Initial Quantity: C$0.70 per common share; up to 5.72 million shares initially offered.
• Gross Proceeds: Up to C$4,004,000 from initial shares; up to C$1,001,000 additional from overallotment option.
• Overallotment Option: 25% of initial shares (1.43 million shares) exercisable at the issue price.
• Use of Proceeds: Expand equipment rental business to enhance recurring revenue, finance European expansion, and for working capital and general corporate purposes.
• Agent Compensation: 6.0% cash commission on aggregate gross proceeds raised.
• Agent Warrants: Warrants equal to 6.0% of the offered securities issued to agents, exercisable up to 36 months post-closing at an exercise price equal to the issue price (C$0.70).
• Warrant Hold Period: Subject to a statutory 4-month hold period for Canadian residents; no hold period for Canadian resident subscribers of the common shares.
• Regulatory Exemptions: Relies on the Listed Issuer Financing Exemption (NI 45-106) in Canada (excluding Quebec), US Securities Act of 1933 exemptions, and other applicable jurisdictional exemptions.
• Expected Closing: On or about February 18, 2026, subject to satisfaction of conditions including regulatory approvals and TSX Venture Exchange approval.
• Filing Reference: Offering document available on SEDAR+ under Form 45-106F19.