February 3, 2023 - VANCOUVER, BC, CANADA – TOWER ONE WIRELESS CORP. (CSE: TO) (OTCQB: TOWTF)
(Frankfurt: 1P3N) (“Tower One” or the “Company”) announces that it has settled certain debts (the “Debt
Settlement”) in the aggregate amount of $4,328,626.45 owed by the Company to certain creditors, in
connection with the provision of certain past services and/or loans to the Company, by the issuance of
86,572,529 common shares (each, a “Share”) of the Company at a deemed price of $0.05 per Share.
The Shares issued in the Debt Settlement are subject to a statutory hold period expiring four months and
one day after the date of issuance.
None of the securities issued or to be issued in connection with the Debt Settlement will be or have been
registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none may be
offered or sold in the United States absent registration or an applicable exemption from the registration
requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale
would be unlawful.
The Debt Settlements with three of the creditors, including Alejandro Ochoa, Luis Parra and Juan Pablo
Laspeas (together, the “Officer Settlements”), were “related party transactions” within the meaning of
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Officer Settlements were exempt from the valuation requirement of MI 61-101 by virtue of the
exemptions contained in section 5.5(b) of MI 61-101 as the Company’s common shares are not listed on
a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of
the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Officer
Settlements did not exceed 25% of the Company’s market capitalization. As the material change report
disclosing the Officer Settlements is being filed less than 21 days before the transaction, there is a
requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the
circumstances. In the view of the Company it was necessary to immediately close the Officer Settlements
and therefore, such shorter period was reasonable and necessary in the circumstances to improve the
Company’s financial position.
The Debt Settlement with one of the creditors, Hugo Ochoa (the “New Control Block Holder”), a former
director of the Company, resulted in the creation of a new “control block holder”, as defined under the
policies of the Canadian Securities Exchange, following the issuance to the New Control Block Holder of
59,755,189 common shares at a price of $0.05 per share in exchange for the settlement of a debt in the
amount of $2,987,759.44. The Debt Settlement resulted in an increase in holdings of the New Control
Block Holder from 8,118,055 common shares, which represented 6.81% of the issued and outstanding
common shares of the Company, to 67,873,244 common shares, representing 32.97% of the issued and
outstanding common shares of the Company following completion of the Debt Settlement. In addition, as
part of the Debt Settlement, the Company transferred to the New Control Block Holder a 20% ownership
interest in the Company’s Ecuadorian subsidiary, Tower Three Wireless del Ecuador S.A. and a 50%
ownership interest in the Company’s Colombia subsidiary, Innervision S.A.S