Toronto, Ontario--(Newsfile Corp. - February 19, 2026) - BeWhere Holdings Inc. (TSXV: BEW) (OTCQB: BEWFF) (the "Company" or "BeWhere"), is pleased to announce the closing of its previously announced brokered private placement. Canaccord Genuity Corp. acted as lead agent and sole bookrunner, on behalf of a syndicate of agents including Roth Canada Inc. (collectively, the "Agents"), in connection with the commercially reasonable efforts private placement offering, pursuant to which the Company issued an aggregate of 7,150,000 common shares of the Company, including 1,430,000 common shares of the Company sold pursuant to the exercise in full by the Agents of their over-allotment option (each, a "Common Share", and collectively the "Offered Securities"), at a price of C$0.70 per Common Share (the "Issue Price") for gross proceeds of C$5,005,000 (the "Offering"). The Offering was conducted pursuant to an agency agreement dated February 19, 2026, between the Company, Canaccord Genuity Corp., and Roth Canada Inc.

The Offering was completed on a private placement basis 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 (the "Listed Issuer Financing Exemption") in each of the Provinces and Territories of Canada (excluding Québec), and in such other jurisdictions other than Canada pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus filing or comparable obligation, ongoing reporting or continuous disclosure requirement or requisite regulatory or governmental approval arises in such jurisdictions. The Common Shares issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

The Company intends to use the net proceeds of the Offering to expand its equipment rental business to further enhance recurring revenue, to fund 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. The Offering remains subject to the final approval of the TSV Venture Exchange.

In connection with the offering ,the Company (i) paid the Agents a cash commission of $300,300, and (ii) issued to the Agents 429,000 non-transferable 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 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.

About BeWhere Holdings Inc.

BeWhere specializes in low-power 5G IoT wide-area tracking technology, creating remote monitoring solutions that address cost, power, and environmental challenges. Over the last 6 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 powers intelligent AI management platforms. By increasing the number of connected devices, BeWhere enhances the capabilities and growth potential of AI solutions.

Cautionary Statements Regarding Forward-Looking Information

Certain statements in this press release constitute forward-looking statements, within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations, or beliefs of future performance, are "forward-looking statements". Generally, but not always, "forward-looking statements" can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. "Forward-looking statements" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the use of proceeds from the Offering; and the receipt of final approval of the TSX Venture Exchange.

We caution that such "forward-looking statements" involve known and unknown risks and uncertainties that could cause actual and future events to differ materially from those anticipated in such statements. Such factors and risks include, among others, the risk that the Offering will not be completed on the terms or timeline anticipated or at all; the Company may not obtain the final approval for the Offering from the TSX Venture Exchange; the Company may not be able to use the proceeds of the Offering as anticipated; and the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions.

The forward-looking information contained in this news release represents the expectations of BeWhere as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. BeWhere does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law.

For more information, visit www.BeWhere.com or follow BeWhere on LinkedIn, Facebook, and YouTube.

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