Ms. Margaux Berry reports

BEWHERE HOLDINGS INC. ANNOUNCES C$4.0 MILLION BROKERED LIFE OFFERING

Bewhere Holdings Inc. has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a commercially reasonable effort private placement offering of up to 5.72 million common shares of the company at a price of 70 cents per common share for gross proceeds of up to $4,004,000.

In addition, the company will grant to the agents an option to sell up to that number of additional common shares as is equal to 25 per cent of the number of common shares issued in connection with the offering, being 1.43 million common shares, at the issue price for additional gross proceeds of up to $1,001,000. The common shares being issued pursuant to the offering, including any common shares issued in connection with the exercise of the overallotment option, shall be collectively referred to hereinafter as the offered securities, and the term offering shall include the offering of all offered securities.

The company intends to use the net proceeds of the offering to expand its equipment rental business to further enhance recurring revenue, to finance its European expansion, and for working capital and general corporate purposes, as described in the offering document for the offering on Form 45-106F19 filed by the company on SEDAR+ in accordance with the listed issuer financing exemption (as defined herein).

The offering will be completed on a private placement basis: (i) in reliance on the listed issuer financing exemption from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 (Prospectus Exemptions) as modified by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) in each of the provinces and territories of Canada (excluding Quebec); (ii) in the United States and to, or for the account or benefit of, U.S. persons pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended; and (iii) in such other jurisdictions other than Canada and the United States pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus filing or comparable obligation, continuing reporting or continuous disclosure requirement, or requisite regulatory or governmental approval arises in such jurisdictions. The securities issued to Canadian resident subscribers in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The company has agreed to: (i) pay the agents a cash commission equal to 6.0 per cent of the aggregate gross proceeds raised under the offering; and (ii) issue to the agents warrants, exercisable at any time prior to the date that is 36 months from the date of the closing of the offering, to acquire that number of common shares equal to 6.0 per cent of the number of offered securities at an exercise price equal to the issue price. The warrants issued to the agents will be subject to a statutory hold period of four months pursuant to applicable Canadian securities laws.

The company expects to close the offering on or about Feb. 18, 2026. The offering remains subject to the satisfaction of certain conditions, including the receipt of all necessary regulatory approvals and the approval of the TSX Venture Exchange.

About Bewhere Holdings Inc.

Bewhere specializes in low-power 5G Internet of Things wide-area tracking technology, creating remote monitoring solutions that address cost, power and environmental challenges. Over the past six years, the company has experienced rapid growth, collaborating with Fortune 500 companies, top resellers and installers to deploy hundreds of thousands of trackers across numerous sectors, including transportation, construction, logistics, utilities, health and government.

Bewhere's tracking solutions are designed to be both cost-effective and simple to implement, significantly expanding the scope of assets that can be connected. These connected devices generate data that power intelligent artificial intelligence management platforms. By increasing the number of connected devices, Bewhere enhances the capabilities and growth potential of AI solutions.

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