Subject: Wangton Capital Corp. news release LOI potential Qualifying Transaction
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File: Attachment NewsReleaseAug14.pdf
WANGTON CAPITAL CORP.
Suite 1500 1055 w. Georgia Street
Vancouver, B.C. V6E 4N7
PRESS RELEASE
August 14, 2026 NEX: WT.H
WANGTON CAPITAL ANNOUNCES EXECUTION OF LETTER OF INTENT FOR PROPOSED QUALIFYING
TRANSACTION WITH ALWAYS CONNECT AI
Not for distribution to United States newswire services or for release publication, distribution or dissemination
directly, or indirectly, in whole or in part, in or into the United States.
VANCOUVER, B.C. Wangton Capital Corp. August 14, 2026; (NEX: WT.H) (the "Company"), a capital
pool company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), is pleased to
announce that it has entered into an arm's length letter of intent dated August 14, 2026 (the "LOI") with
Click Now Technologies Ltd. dba Always Connect AI ("Always Connect", and together with the Company,
the "Parties", and each a "Party") pursuant to which the Company will acquire 100% of the shares of
Always Connect (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will
constitute the "Qualifying Transaction" of the Company in accordance with Policy 2.4 Capital Pool
Companies ("Policy 2.4") of the Exchange. The Proposed Transaction is an Arm's Length Transaction as
defined by TSXV Policy 1.1 Interpretation ("Policy 1.1").
Always Connect is an Israeli deep-technology company developing an AI-powered software platform for
autonomous network operations across satellite and terrestrial communications networks. Serving both
defense and commercial markets, Always Connect's platform enables satellite operators,
telecommunications providers, and defense organizations to continuously analyze network conditions,
predict demand, and autonomously orchestrate connectivity across complex, converging communications
environments.
Always Connect's principal assets are its proprietary intellectual property, software technology, patents,
know-how, and related development assets. Always Connect has developed and protected its core
technology through a portfolio of patent applications and granted intellectual property rights, including:
dot A granted U.S. patent relating to Always Connect's core communications technology;
dot An international PCT patent application covering Always Connect's technology in multiple
jurisdictions; and
dot Additional 2 patent applications/provisional applications relating to Always Connect's
technology and further developments.
Always Connect's intellectual property covers technology for intelligent communications orchestration,
including the segmentation and parallel transmission of data across multiple communication channels
and the dynamic selection and optimization of available connectivity resources. In addition to its patent
portfolio, Always Connect's significant assets include its proprietary software, algorithms, source code,
technical know-how, development infrastructure, and related intellectual property.
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Always Connect was incorporated on January 31, 2021 and is headquartered in Israel. Michal Hubschmann
is the sole Control Person of Always Connect.
Summary of the Proposed Transaction
Pursuant to the terms and conditions of the LOI, the Parties have an initial period of 120 days to negotiate
and enter into a definitive agreement (the "Definitive Agreement"), incorporating the principal terms of
the Proposed Transaction as described in the LOI. There is no assurance that a Definitive Agreement will
be successfully negotiated or entered into. The terms and conditions outlined in the LOI are expected to
be superseded by the Definitive Agreement to be negotiated between the Parties. The Proposed
Transaction will be structured as a share exchange, merger, amalgamation or other form of business
combination based on the advice of the Parties' respective advisors and taking into account various
securities, tax, operating and other considerations.
As consideration for the acquisition of all of the outstanding common shares of Always Connect ("Always
Connect Shares"), holders of Always Connect Shares will receive common shares in the capital of the
Company ("Consideration Shares") at a deemed price per Consideration Share that is equal to a 20%
discount to the price of the securities offered in the Concurrent Financing (as defined below) (the
"Concurrent Financing Price"). The exchange ratio of the Always Connect Shares for the Consideration
Shares will be determined based on a pre-money valuation of US$7,500,000 for Always Connect. The
Consideration Shares will, in addition to escrow and restrictions on resale as required under Exchange
policies and applicable securities laws, be subject to contractual resale restrictions pursuant to which 25%
of the Consideration Shares will be issued six months following the Exchange's final bulletin approving the
Proposed Transaction and an additional 15% of the Consideration Shares will be released in six month
intervals thereafter.
On the closing date of the Proposed Transaction (the "Closing Date"), outstanding stock options to acquire
Always Connect Shares will be terminated and replaced with options of the Resulting Issuer (as defined
herein) ("Resulting Issuer Options"). The Parties have agreed that 500,000 Resulting Issuer Options will
be granted to current management and board members of the Company. Further, following the
completion of the Proposed Transaction, 10% of the issued and outstanding common shares in the capital
of the Resulting Issuer ("Resulting Issuer Shares") will be reserved for key management as performance
shares ("Performance Shares") issuable upon achievement of milestones mutually agreed to by the
Company and Always Connect.
Upon completion of the Proposed Transaction, the Company (the "Resulting Issuer") expects that it will
be listed as a Tier 2 Technology Issuer on the Exchange. Always Connect will operate as a wholly-owned
subsidiary of the Resulting Issuer and the Resulting Issuer will continue the business of Always Connect
under the name "Always Connect AI Corp", or such other name as determined by the Parties (the "Name
Change").
None of the Non-Arm's Length Parties (as defined by Policy 1.1) to the Company has any direct or indirect
beneficial interest in Always Connect or its assets. The Company does not anticipate that the Proposed
Transaction will be subject to approval of the Company's shareholders.Concurrent Financing
In connection with the Proposed Transaction, the parties will undertake a non-brokered private
placement financing for gross proceeds of a minimum $4,000,000 (the "Concurrent Financing"). The
pricing, structure and final terms of the Concurrent Financing will be determined in the context of the
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market. The Concurrent Financing will be subject to commissions that are consistent with standard market
conditions for transactions of this type.
Loans
In connection with the execution of the LOI the Company will advance Always Connect $25,000 which will
be secured by a demand promissory note (the "Initial Advance"). Subject to the receipt of Exchange
approval, the Company will subsequently advance Always Connect a loan of up to $225,000 in one
installment (the "WT Loan"). Upon advance of the WT Loan, the Initial Advance will also be amended to
be on the same terms and form part of the WT Loan. The WT Loan will bear interest at a rate of ten percent
(10%) per annum and will mature on the date that is twelve (12) months from the date of the first advance
under the WT Loan. The WT Loan will be extinguished upon completion of the Proposed Transaction. The
WT Loan will be separately documented and include customary terms and conditions as mutually agreed
by the Parties.
In addition to the WT Loan, the Company will arrange additional funding from arm's length lenders to
provide bridge financing to Always Connect with a minimum principal amount of US$500,000 (the "Third
Party Loans", and together with the WT Loan, the "Loans"). The Third Party Loans will bear interest at
10% per annum and will mature on the date that is 12 months from the date on which the funds are
advanced to Always Connect. Upon closing of the Proposed Transaction, all of the principal and interest
on the Third Party Loans will automatically convert into units of the Resulting Issuer ("Units") at a 20%
discount to the Concurrent Financing Price, with each Unit consisting of one Resulting Issuer Share and
one-half of one Resulting Issuer Share purchase warrant which shall have an exercise price equal to the
Concurrent Financing Price. The obligations under the Loans will be fully secured by a general security
agreement providing a first charge security interest over all the present and after acquired property of
Always Connect.
Finder's Fee
In consideration of their role in introducing Always Connect to the Company and providing assistance in
connection with the Proposed Transaction, the Company has agreed to pay an arm's length finder a
finder's fee (the "Finder's Fee") in connection with the Proposed Transaction. The Finder's Fee shall be
payable in Resulting Issuer Shares (the "Finder's Fee Shares") and be equal to five percent (5%) of (i) the
Consideration Shares issued to the shareholders of Always Connect in the Proposed Transaction, and (ii)
the Performance Shares issued, if any. The Finder's Fee Shares shall be subject to a statutory hold period
of four months plus one day from the date of issuance in accordance with applicable securities legislation.
Changes to Board and Management
Upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer (the "Resulting
Issuer Board") will be reconstituted to consist of five (5) members consisting of: (i) three (3) nominees of
Always Connect; (ii) one (1) nominee of the Company; and (iii) one (1) director jointly agreed upon by the
Company and Always Connect. It is currently anticipated that the following individuals will be directors,
officers and advisors of the Resulting Issuer:
Michal Hubschmann - Chief Executive Officer
Michal Hubschmann is a serial technology entrepreneur with more than 20 years of experience building
and managing technology companies. She has founded and led international technology businesses,
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including a previous company that grew to approximately 80 employees and generated significant
international revenues before being acquired. She brings extensive experience in entrepreneurship,
corporate development, international business, fundraising, and strategic management.
Eran Shalev - CTO & VP Product
Eran Shalev is a telecommunications executive and technology professional with approximately 37 years
of experience in the telecommunications industry. His experience includes telecom infrastructure,
wireless communications, network technologies, product development and large-scale
telecommunications projects. He is responsible for technology and product development at Always
Connect and has contributed to Always Connect communications and connectivity technology and
intellectual-property portfolio.
Ivan Volianik- VP R&D
Ivan Volianik leads Always Connect's research and development activities and has extensive experience
in software development, large-scale systems and multidisciplinary engineering teams. He is responsible
for translating Always Connect's technology into scalable software and production-ready solutions.
Yoav Har-Even - Strategic/Defense Advisor
Yoav Har-Even is a former Chief Executive Officer of Rafael Advanced Defense Systems and a former
senior officer in the Israel Defense Forces, where he served at the rank of Major General. He brings
extensive experience in defense systems, strategic technology, defense procurement and international
defense markets.
Louis Libin - Telecommunications / Strategic Advisor
Louis Libin is an experienced telecommunications and broadband industry executive and advisor, with
extensive experience across cable, wireless, satellite and communications technologies. His background
includes work in telecommunications policy, spectrum and industry standards, as well as strategic
business development in the communications sector.
Additionally, the Resulting Issuer will enter into a Shareholder Rights Agreement with a designee of the
Always Connect which, subject to adjustment based on future dilution, will provide such designee with
the right, for a period of three (3) years following the closing of the Proposed Transaction, to: (i) nominate
for appointment or election to the Resulting Issuer Board three (3) nominees, as designated by the
Designee, subject to adjustment as provided below; and (ii) ensure that the size of the Resulting Issuer
Board shall not be greater than five (5) directors.
Significant Conditions to Closing
Completion of the Proposed Transaction is subject to a number of conditions precedent, including, but
not limited to: (i) completion of due diligence; (ii) execution of the Definitive Agreement; (iii) completion
of the audited financial statements of Always Connect; (iv) completion of the Concurrent Financing; (v)
receipt of required corporate approvals; and (vi) receipt of Exchange approval. There is no assurance that
the Proposed Transaction will be completed on the terms proposed above, or at all.
Trading Halt
Trading of the shares of the Company has been halted as a result of the announcement of the Proposed
Transaction and the Company expects that trading will remain halted pending closing of the Proposed
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Transaction, subject to the earlier resumption upon Exchange acceptance of the Proposed Transaction
and the filing of required materials in accordance with Exchange policies.
Financial Statements of Always Connect
The financial statements of Always Connect are currently being prepared and the Parties expect to provide
an update with respect to such financial information in a subsequent press release in accordance with
Policy 2.4.
Additional Information
The Company plans to issue an additional press releases in accordance with Policy 2.4 as additional
information on the Proposed Transaction becomes available, which will include, among other things,
selected financial information respecting Always Connect, the terms of the Concurrent Financing, the
number of Consideration Shares that will be issued, and the proposed board of directors of the Resulting
Issuer and biographies for such individuals. Additional information with respect to Always Connect and
the Proposed Transaction will be included in the Company's management information circular or filing
statement to be filed in connection with the Proposed Transaction, which will be available under the
Company's SEDAR+ profile at www.sedarplus.ca.
About Wangton Capital Corp.
The Company is designated as a Capital Pool Company under TSXV Policy 2.4. The Company has not
commenced commercial operations and has no assets other than cash. The Company's objective is to
identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any
proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm's
Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the
completion of a Qualifying Transaction, the Company will not carry on any business other than the
identification and evaluation of businesses or assets with a view to completing a proposed Qualifying
Transaction.
On behalf of Wangton Capital Corp.
Tag Gill,
Interim Chief Executive Officer and President
Phone: 604 765 4794
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority
shareholder approval. Where applicable, the Proposed Transaction cannot close until the required
shareholder approval is obtained and the outstanding conditions are satisfied. There can be no assurance
that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Proposed Transaction, any information released or
received with respect to the Proposed Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
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The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this press release.
The information in this press release includes certain information and statements about management's
view of future events, expectations, plans and prospects that constitute forward looking statements,
including statements relating to the completion of the Proposed Transaction, the proposed business of the
Resulting Issuer, the completion of the Concurrent Financing, the completion of the Name Change,
shareholder, director and regulatory approvals, and future press releases and disclosure. These statements
are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks
and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or
performance of each of the Company and Always Connect 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 each of
Company and Always Connect 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, each of Company and Always Connect disclaims any
intention and assume 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this release.
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