No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering (defined below) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
Offering Document under the Listed Issuer Financing Exemption
February 5, 2026
BEWHERE HOLDINGS INC. (the “Company” or “BeWhere”)

Toronto, ON / February 5, 2026 / BeWhere Holdings Inc. (TSX.V:BEW, OTCQB: BEWFF) (the “Company” or “BeWhere”), has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a commercially reasonable efforts private placement offering of up to 5,720,000 common shares of the Company (each, a “Common Share”) at a price of C$0.70 per Common Share (the “Issue Price”) for gross proceeds of up to C$4,004,000 (the “Offering”).

In addition, the Company will grant to the Agents an option (the “Over-Allotment Option”) to sell up to that number of additional Common Shares as is equal to 25% of the number of Common Shares issued in connection with the Offering, being 1,430,000 Common Shares, at the Issue Price for additional gross proceeds of up to C$1,001,000. The Common Shares being issued pursuant to the Offering, including any Common Shares issued in connection with the exercise of the Over-Allotment Option, shall be collectively referred to hereinafter as the “Offered Securities” and the term “Offering” shall include the offering of all Offered Securities.