20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

_________________________________________

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

OR

[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _____________

Commission file number 000-55103
_________________________________________

TOWER ONE WIRELESS CORP.
(Exact name of registrant as specified in its charter)

N/A
(Translation of registrant’s name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

600-535 Howe Street, Vancouver, BC V6C 2Z4 Canada
(Address of principal executive offices)

Robert “Nick” Horsley
Director
600-535 Howe Street, Vancouver, BC
V6C 2Z4 Canada

Tel: 604-559-8051
Email: nick@toweronewireless.com

(Name, Telephone, E-Mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of each class:	Name of each exchange on which registered:
CLASS A COMMON SHARES,	Canadian Securities Exchange
NO PAR VALUE

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
NONE

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report:
70,125,698 Class A Common Shares, no par value as of December 31, 2017.

Indicate by check mark if the registrant is a well-known seasoned Company, as defined in Rule 405 of the Securities Act.

YES [   ] NO [ X ]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YES [   ] NO [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [ X ] NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site: www.toweronewireless.com, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [   ] NO [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 in the Exchange Act. (Check one):

Large Accelerated Filer [   ] Accelerated Filer [   ] Non-Accelerated Filer [ X ]

Emerging growth company [   ]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [   ]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

[   ] U.S. GAAP
[ X ] International Financial Reporting Standards as issued by the International Accounting Standards Board
[   ] Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

[   ] Item 17 [ X ] Item 18

If this is an annual report indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act:

YES [   ] NO [ X ]

Table of Contents

PART I
Item 1.	Identity of Directors, Senior Management and Advisors	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
Item 4.	Information on the Company	13
Item 4A.	Unresolved Staff Comments	19
Item 5.	Operating and Financial Review	19
Item 6.	Directors, Senior Management and Employees	25
Item 7.	Major Shareholders and Related Party Transactions	31
Item 8.	Financial Information	32
Item 9.	The Offer and Listing	33
Item 10.	Additional Information	34
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 12.	Description of Securities Other Than Equity Securities	43
PART II		43
Item 13.	Defaults, Dividend Arrearages and Delinquencies	43
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	43
Item 15.	Controls and Procedures	43
Item 16A.	Audit Committee Financial Experts	44
Item 16B.	Code of Ethics	44
Item 16C.	Principal Accountant Fees and Services	44
Item 16D.	Exemptions from the Listing Standards for Audit Committees	44
Item 16E.	Purchases of Equity Securities by the Company and Affiliated Purchasers	44
Item 16F.	Change in Registrant’s Certifying Accountant	45
Item 16G.	Corporate Governance	45
Item 16H	Mine Safety Disclosure	46
PART III
Item 17.	Financial Statements	47
Item 18.	Financial Statements	47
Item 19.	Exhibits	47
SIGNATURES		49

Part I

References in this Annual Report on Form 20-F to “we,” “our” and the “Company” refer to Tower One Wireless Corp. and its predecessor, as applicable, individually and collectively with its subsidiaries as the context requires.

Brief Introduction

Tower One Wireless Corp. is a British Columbia, Canada corporation, incorporated on September 12, 2005. It is a reporting Company in British Columbia and Ontario, and its shares are listed for trading on the Canadian Securities Exchange (“CSE”).

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable

Item 3. Key Information

A. Selected financial data

The following selected information should be read in conjunction with the Company’s financial statements, and notes, filed with this Form 20-F. This information, and all other financial information in this Form 20-F, is stated in Canadian dollars unless otherwise noted.

The financial information is presented on the basis of International Financial Reporting Standards as issued by the International Accounting Standards Board. (“IFRS”)

On March 15, 2016, the Company completed a share consolidation on the basis of 30 pre-consolidation common shares for each post consolidation common share. As such, all current and comparative share amounts have been restated to account for the 30 to 1 common share consolidation.

Period ended	FYE 2017	FYE 2016	FYE 2015
	(IFRS)	(IFRS)**	(IFRS)**
Total Revenues	$200,498	$19,403	$Nil
Net (loss)	($9,863,677)	($292,004)	($21,151)
Net (loss) attributable to shareholders	($9,583,550)	($292,004)	($21,151)
Net (loss) and Comprehensive Loss*	($9,881,797)	($301,183)	($21,151)
Basic and diluted loss per share	($0.16)	($29.20)	($2.12)
Weighted average shares	58,115,156	10,000	10,000
Year ended	FYE 2017	FYE 2016	FYE 2015
	(IFRS)	(IFRS)**	(IFRS)**
Total assets	$5,301,044	$ 372,374	$4,300
Net Assets (liabilities)	2,414,922	(318,034)	(16,851)
Share capital	$10,635,886	$4,300	$4,300
Contributed surplus	$1,344,884	$Nil	$Nil
Deficit accumulated	($9,896,705)	($313,155)	($21,151)
Common Shares Issued and Outstanding	70,125,698	10,000	10,000
Dividends	$Nil	$Nil	$Nil

* Net income (loss) and comprehensive loss is the sum of Net income (loss) and foreign exchange translation adjustments.
** In accordance with the IFRS rules Tower Three was considered for accounting purposes to be the successor

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company upon the completion of the Tower Three Transaction and consequently the Company reports the financial results of Tower Three as the Company’s historical financial results for the fiscal years ended December 31, 2016 and 2015 in the Company’s financial statements. Since Tower Three was incorporated in 2015, no financial results exist for the 2014 and 2013 fiscal years.

Currency

The following table sets out exchange rates, based on the noon buying rates in New York City, for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, referred to as the "Noon Buying Rate", for the conversion of dollars to Canadian dollars in effect at the end of the following periods, the average exchange rates during these periods (based on daily Noon Buying Rates) and the range of high and low exchange rates for the periods indicated:

	Years Ended December 31,
	2017	2016	2015	2014	2013
			($/C$)
End of period	0.7989	0.7448	0.7226	0.8620	0.9401
High for period	0.7278	0.6853	0.7148	0.8588	0.9348
Low for period	0.8243	0.7972	0.8529	0.9423	1.0164
Average for period	0.7710	0.7558	0.7830	0.9060	0.9712

On August 20, 2018 the most recent weekly publication of the Noon Buying Rate before the date of this Form 20-F reported that, as of August 10, 2018, the Noon Buying Rate for the conversion of dollars to Canadian dollars was $0.7618 per Canadian dollar.

B. Capitalization and indebtedness.

Not Applicable.

C. Reasons for the offer and use of proceeds.

Not Applicable.

D. Forward-Looking Statement and Risk factors.

Forward-Looking Statements

This Form 20-F and the documents incorporated herein by reference contain forward-looking statements. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential” or “continue” or the negative of these or similar terms.

In evaluating these forward-looking statements, you should consider the following factors, as well as those described in “Risk Factors” below:

• changes to existing or new tax laws or methodologies impacting the Company’s international operations, fees directed specifically at the ownership and operation of communications sites or international acquisitions, any of which may be applied or enforced retroactively, or failure to obtain an expected tax status for which the Company has applied;

• laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;

• changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;

• changes to zoning regulations or construction laws, which could be applied retroactively to existing communications sites;

• expropriation or governmental regulation restricting foreign ownership or requiring reversion or divestiture;

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• actions restricting or revoking the Company’s customers’ spectrum licenses or suspending or terminating business under prior licenses;

• failure to comply with anti-bribery laws or similar local anti-bribery laws;

• material site security issues;

• significant increase in or implementation of new license surcharges on the Company’s revenue;

• price setting or other similar laws or regulations for the sharing of passive infrastructure;

• uncertain or inconsistent laws, regulations, rulings or results from legal or judicial systems, which may be enforced retroactively, and delays in the judicial process; and

• changes in foreign currency exchange rates, including those arising from the Company’s operations, investments and financing transactions related to its international business.

These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this Form 20-F and the documents incorporated by reference herein may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. Unless required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Risk Factors

An investment in the Common Shares of the Company must be considered highly speculative due to the nature of the Company’s business. The risk and uncertainties below are not the only risks and uncertainties the Company may have. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations and future prospects of the Company and cause the price of the Common Shares to decline. If any of the following risks actually occur, the business of the Company may be harmed and its financial condition and results of operations may suffer significantly. In addition to the risks described elsewhere and the other information in this Form 20-F, the Company notes the following risk factors:

Company Risks

The Company’s business depends on the demand for wireless communication services and wireless infrastructure, and it may be adversely affected by any slowdown in such demand. Additionally, a reduction in carrier network investment may materially and adversely affect the Company’s business (including reducing demand for new tenant additions or network services).

Demand for the Company’s wireless infrastructure depends on the demand for antenna space from its customers, which, in turn, depends on the demand for wireless communication services by their customers. The willingness of the Company’s customers to utilize its wireless infrastructure, or renew or extend existing leases on its wireless infrastructure, is affected by numerous factors, including:

• consumer demand for wireless connectivity;

• availability or capacity of wireless infrastructure or associated land interests;

• location of wireless infrastructure;

• financial condition of customers, including their profitability and availability or cost of capital;

• willingness of customers to maintain or increase their network investment or changes in their capital allocation strategy;

• availability and cost of spectrum for commercial use;

• increased use of network sharing, roaming, joint development, or resale agreements by customers;

• mergers or consolidations among customers;

• changes in, or success of, customers' business models;

• governmental regulations, including local or state restrictions on the proliferation of wireless infrastructure;

• cost of constructing wireless infrastructure;

• technological changes, including those (1) affecting the number or type of wireless infrastructure needed to provide wireless connectivity to a given geographic area or which may otherwise serve as substitute or alternative to wireless infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; or

• the ability to efficiently satisfy customers' service requirements.

• high levels of inflation in local economies

A slowdown in demand for wireless connectivity or wireless infrastructure may negatively impact the Company’s growth or otherwise have a material adverse effect on the Company. If the Company’s customers or potential customers are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affect the Company’s anticipated growth or the demand for the

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Company’s wireless infrastructure or network services. The amount, timing, and mix of the Company’s customers' network investment is variable and can be significantly impacted by the various matters described in these risk factors. Changes in carrier network investment typically impact the demand for its wireless infrastructure. As a result, changes in carrier plans such as delays in the implementation of new systems, new technologies (including small cells), or plans to expand coverage or capacity may reduce demand for its wireless infrastructure. Furthermore, the wireless industry could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for wireless connectivity or general economic conditions. There can be no assurances that weakness or uncertainty in the economic environment will not adversely impact the wireless industry, which may materially and adversely affect the Company’s business, including by reducing demand for its wireless infrastructure or network services. In addition, a slowdown may increase competition for site rental customers or network services. A wireless industry slowdown or a reduction in carrier network investment may materially and adversely affect the Company’s business.

New technologies may reduce demand for wireless infrastructure or negatively impact revenues.

Improvements in the efficiency, architecture, and design of wireless networks may reduce the demand for the Company’s wireless infrastructure. For example, new technologies that may promote network sharing, joint development, or resale agreements by its customers, such as signal combining technologies or network functions virtualization, may reduce the need for the Company’s wireless infrastructure. In addition, other technologies, such as WiFi, DAS, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, leasing that might otherwise be anticipated or expected on wireless infrastructure had such technologies not existed. In addition, new technologies that enhance the range, efficiency, and capacity of wireless equipment could reduce demand for the Company’s wireless infrastructure. Any significant reduction in demand for the Company’s wireless infrastructure resulting from the new technologies may negatively impact the Company’s revenues or otherwise have a material adverse effect on the Company.

The expansion or development of the Company’s business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in the Company’s business, which may have an adverse effect on the Company’s operations or financial results.

The Company may seek to expand and develop its business, including through acquisitions, increased product offerings, or other strategic growth opportunities. In the ordinary course of business, the Company may review, analyze, and evaluate various potential transactions or other activities in which it may engage. Such transactions or activities could cause disruptions in, increase risk or otherwise negatively impact its business. Among other things, such transactions and activities may:

• disrupt the Company’s business relationships with its customers, depending on the nature of or counterparty to such transactions and activities;

• direct the time or attention of management away from other business operations;

• fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;

• increase operational risk or volatility in the Company’s business; or

• result in current or prospective employees experiencing uncertainty about their future roles with the Company, which might adversely affect the Company’s ability to retain or attract key managers or other employees.

If the Company fails to retain rights to its wireless infrastructure, including the land interests, the Company’s business may be adversely affected. The property interests on which the Company’s wireless infrastructure resides, including the land interests under its towers, consist of leasehold interests. A loss of these interests may interfere with the Company’s ability to conduct its business or generate revenues. For various reasons, the Company may not always have the ability to access, analyze, or verify all information regarding titles or other issues prior to purchasing wireless infrastructure. Further, the Company may not be able to renew ground leases on commercially viable terms. The Company’s ability to retain rights to the land interests on which its towers reside depends on its ability to purchase such land, including fee interests and perpetual easements, or renegotiate or extend the terms of the leases relating to such land. If the Company is unable to retain rights to the property interests on which its wireless infrastructure resides, its business may be adversely affected.

Political, economic and other uncertainties in countries where the Company operates could negatively affect the company’s business

The Company’s business operations are currently located in Colombia and Argentina. Although Colombia has a longstanding tradition of respecting the rule of law, which has been bolstered in recent years by the present government’s policies and programs, no assurance can be given that the Company’s plans and operations will not be adversely affected by future developments in Colombia. The Company’s existing assets and proposed activities in Colombia are subject to political,

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economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, changing political conditions, and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as communications could have a significant effect on the Company. Any changes in regulations or shifts in political attitudes are beyond the Company’s control and may adversely affect its business. The Company’s business may be affected in varying degrees by government regulations with respect to restrictions on future expansion, price controls, export controls, foreign exchange controls, earnings repatriation, income and/or business taxes or expropriations.

In particular, operating in Columbia and Argentina presents the following unique risks to the Company’s business and operations:

Legal System

As civil law jurisdictions, each of Colombia and Argentina have legal systems that are different from the common law jurisdictions of Canada and the United States. There can be no assurance that licenses, permits, applications or other legal arrangements will not be adversely affected by changes in governments, the actions of government authorities or others, or the effectiveness and enforcement of such arrangements in any of the jurisdictions in which we operate.

Permits and Licenses

The Company’s business activities in Colombia, Argentina and the United Statesare each dependent on receipt of government approvals or permits to develop its business. Any delays in receiving government approvals or permits or no objection certificates may delay the Company’s operations or may affect the status of the Company’s contractual arrangements or its ability to meet its contractual obligations.

Repatriation of Earnings

Currently there are no restrictions on the repatriation from Colombia or Argentina (which ended such restrictions in 2017) of capital and distribution of earnings from Colombia or Argentina to foreign entities. However, there can be no assurance that restrictions on repatriation of capital or distributions of earnings from Colombia or Argentina will not be imposed in the future.

Foreign Currency Fluctuations

The Company’s current and proposed business operations in Colombia and Argentina render it subject to foreign currency fluctuations, which may materially affect its financial position. The Company holds Canadian and U.S. dollars and sends funds to Colombia in U.S. dollars, which are then converted into Colombian pesos or Argentinian pesos, as applicable. The important exchange rates for the Company are those for the U.S. dollar, Canadian dollar Colombian peso, and the Argentinian peso. While the Company is funding operations in Colombia and Argentina, its results could be impaired by adverse changes in the U.S. dollar and Canadian dollar relative to each of the Colombian peso and Argentinian peso. Prior and future equity financings result in the generation of Canadian dollar proceeds to fund the Company’s activities, which are mostly incurred in U.S. dollars, Colombian pesos or Argentinian pesos. To the extent funds from such financings are maintained in Canadian dollars, the Company’s results can be significantly impacted by adverse changes in exchange rates between the Canadian dollar, the U.S. dollar, the Argentinian peso and the Colombian peso.

The Company’s operations may also be adversely affected by laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with the Company’s operations in Colombia and Argentina, the Company may be subject to the exclusive jurisdiction of foreign courts or tribunals, or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental body because of the doctrine of sovereign immunity..

Security and guerrilla activity in Colombia could negatively impact the Company’s business

Colombia has had a publicized history of security problems associated with certain narcotics crime organizations and other terrorist groups. A 40-year armed conflict between the government forces of Colombia and anti-government insurgent groups and illegal paramilitary groups, both thought to be funded by the drug trade, continues in Colombia. Insurgents continue to attack civilians and violent guerrilla activity continues in many parts of the country.

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There have been peace negotiations between the government and the Fuerzas Armadas Revolucionarias de Colombia (FARC) guerrillas for many years. A recent settlement has been reached to end the conflict, which is intended to bring further institutional strengthening and development, particularly to rural regions. The government’s biggest challenge is to maintain a lasting peace and that demobilized members of the FARC rejoin civilian life, rather than regrouping in criminal bands.

Continuing attempts to reduce or prevent guerrilla activity may disrupt the Company’s operations in the future. The Company may not be able to establish or maintain the safety of its operations and personnel in Colombia and this violence may affect its operations in the future. Any increase in kidnapping and/or terrorist activity in Colombia generally may disrupt supply chains and discourage qualified individuals from being involved in the Company’s operations. Additionally, the perception that matters have not improved in Colombia may hinder the Company’s ability to access capital in a timely or cost effective manner.

Devaluation of the Argentinian peso may adversely affect our results of operations, our capital expenditure program and the ability to service our liabilities and transfer funds abroad.

Since we generate a significant portion of our revenues in Argentinian pesos through our operations in that country, any devaluation may negatively affect the value of our earnings in that country”

The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. According to the exchange rate published by the Banco de la Nación Argentina, in the year ended December 31, 2017 the devaluation of the peso against the U.S. dollar was 17.4% (compared to 21.9% and 52.5% in the years ended December 31, 2016 and 2015, respectively). The Argentine Peso lost 7.1% of its value against the U.S. dollar in the first two months of 2018.

Beginning on December 17, 2015, the current administration lifted most of the restrictions to access the foreign exchange markets (“FX Markets”) and the multiple exchange rate system was unified into a floating rate regime. As a result, the value of the peso depreciated significantly against the U.S. dollar.

Given the economic and political conditions in Argentina, we cannot predict whether, and to what extent, the value of the Argentinian peso may depreciate or appreciate against the U.S. dollar, the Canadian dollar or other foreign currencies. We cannot predict whether the Argentine government will further modify its monetary, fiscal, and exchange rate policy. If any of these changes takes place we cannot anticipate the impact these could have on the value of the peso and, accordingly, on our financial condition, results of operations and cash flows, and on our ability to transfer funds abroad in order to comply with commercial or financial obligations or dividend payments to shareholders located abroad.

Inflation could accelerate, causing adverse effects on the economy and negatively impacting our margins.

In the past, Argentina has experienced periods of high inflation. Inflation has increased since 2005 and has remained relatively high since then. There can be no assurance that inflation rates will not be higher in the future.

On January 2014, a new consumer price index, the National Urban Consumer Price Index (Indice de Precios al Consumidor Nacional Urbano, or “IPCNu”) was published with the aim of improving the accuracy of measurements of the evolution of prices in the Argentine economy. The IPCNu integrates a set of price indexes which allows for the monitoring of the change in several prices in the economy (wholesale, commodities and construction costs, among others) by considering the price information from all the provinces in Argentina. The IPCNu increased by 11.9% over the period from January to October 2015 (according to last available data); and by 23.9% in 2014. In the past, there has been a substantial disparity between the inflation indexes published by the INDEC and the higher inflation indexes estimated by private consulting firms. The INDEC estimated that the Argentine wholesale price index increased by 13.1% in 2012, 14.8% in 2013, 28.3% in 2014 and 10.6% in the period of January to October 2015 (according to the last available data because INDEC has not disclosed figures for November and December 2015). The INDEC resumed publication of the wholesale price index for full year since 2016, the Argentine Wholesale Price Index increased by 34.6% in 2016 and 18.8% in 2017, on a year-over-year comparison.

On January 8, 2016, the current administration issued Decree No. 55/2016 declaring a state of administrative emergency with respect to the national statistical system and the INDEC until December 31, 2016 (which was not extended). During this state of emergency, the INDEC had suspended publication of certain statistical data (regarding prices, poverty, unemployment and GDP) until it completed a reorganization of its technical and administrative structure capable of producing sufficient and reliable statistical information. As of the date of this Annual Report, INDEC has resumed publication of mentioned statistical data, although for some indicators it has not disclosed or provided re-estimated figures for certain time periods.

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As a consequence of the aforementioned events, the full year 2015 inflation measure for IPCNu index was not disclosed, and according to last available data (from October 2015) the IPCNu registered an increase of 11.9% over the January to October 2015 period. As alternative guidance to IPCNu, the authorities suggested that other measures should be observed, such as those published by the statistical entity of the Autonomous City of Buenos Aires (IPC CABA) and the San Luis Province that registered an annual increase of 26.9% and 31.6% in 2015, respectively. IPCNu publication was resumed in June 2016 disclosing May 2016 monthly inflation figures, while data for the months in the period January to April 2016 remains unavailable. Taking this into account, IPCNu variation from May to December 2016 was 16.9% and, as alternative guidance, the indexes published by the Province of San Luis and the Autonomous City of Buenos Aires from January to April 2016 represented an increase of 13.9% and 19.2%, respectively. During 2017, the INDEC published monthly IPC index regularly, registering an increase of 24.8% on a year-over-year comparison. The respective IPC variation was of 1.8% and 2.4% for the months of January and February 2018, in each case compared against the previous month.

The Argentine government continued implementing several actions to monitor and control prices for the most relevant goods and services. Despite such actions, the Argentine economy continues to experience high levels of inflation. If the value of the peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected.

Since a large portion of our revenues are denominated in Argentinian pesos, any further increase in the rate of inflation not accompanied by a parallel increase in our prices would decrease our revenues in real terms and adversely affect our results of operations.

Future policies of the Argentine government may affect the economy as well as the operations of the telecommunications industry in Argentina.

The Argentine government has historically exercised significant influence over the economy, and telecommunications companies in particular have operated in a highly regulated environment. In the past, the Argentine government promulgated numerous, far-reaching regulations affecting the economy and telecommunications companies in particular. In addition, local municipalities in the regions where we operate have also introduced regulations and proposed various taxes and fees for the installation of infrastructure. Provinces have increased their tax rates, particularly the turnover tax rates.

Since assuming office on December 10, 2015, President Macri has announced several economic and policy reforms. As of the date of this report, the impact that these measures and any future measures taken by the current administration will have on the Argentine economy as a whole and the telecommunication sector in particular cannot be predicted. We believe that the effect of the planned liberalization of the economy, the reduction of the poverty and the integration of Argentina to international markets, will be positive for our business by stimulating economic activity. However, it is not possible to predict such effect with certainty and such liberalization could also be disruptive to the economy and fail to benefit or harm the Argentine economy and our business in particular.

We cannot assure you that the Argentine government will not adopt other policies that could adversely affect the Argentine economy or our business, financial condition or results of operations. In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition or results of operations, or cause the market value of our common shares to decline..

Argentina’s economy may contract in the future due to international and domestic conditions which may adversely affect our operations.

The effects of the global economic and financial crisis in recent years and the general weakness in the global economy may negatively affect emerging economies like Argentina’s. Global financial instability may impact the Argentine economy and cause a slowdown in Argentina’s growth rate or could lead to a recession with consequences in the trade and fiscal balances and in the unemployment level.

Moreover, Argentine economic growth might be negatively affected by several domestic factors such as an appreciation of the real exchange rate which could affect its competitiveness, reductions and even reversion of a positive trade balance, which, combined with capital outflows could reduce the levels of consumption and investment resulting in greater exchange rate pressure. Additionally, abrupt changes in monetary and fiscal policies or foreign exchange regime could rapidly affect local economic output, while lack of appropriate levels of investment in certain economy sectors could reduce long-term growth. Access to the international financial markets could be limited. Consequently, an increase in public spending not correlated with an increase in public revenues could affect the Argentina’s fiscal results and generate uncertainties that might affect the economy’s level of growth.

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Moreover, several trading partners of Argentina (such as Brazil, Europe and China) are experiencing significant slowdowns or recession periods in their economies. This may impact the demand for products coming from Argentina and hence affect its economy.

If international and domestic economic conditions for Argentina were to worsen, the Argentine economy could be negatively affected as a result of lower international demand and lower prices for its products and services, higher international interest rates, lower capital inflows and higher risk aversion, which may also adversely affect our business, results of operations, financial condition and cash flows.

A large portion of our operations, properties and customers are located in Argentina, and, as a result, our business is, to a large extent, dependent upon economic and legal conditions prevailing in Argentina. If economic and legal conditions in Argentina were to deteriorate, they could have an adverse effect on our financial condition, results of operations and cash flows.

Economic and legal conditions in Argentina remain uncertain which may affect our financial condition, results of operations and cash flows.

Although general economic conditions have shown improvement in the last decade, and political protests and social disturbances have diminished considerably since the economic crisis of 2001 and 2002, the nature of the changes in the Argentine political, economic and legal environment over the past several years has given rise to uncertainties about the country’s business environment.

In the event of any economic, social or political crisis, companies operating in Argentina may face the risk of strikes, expropriation, nationalization, forced modification of existing contracts, and changes in taxation policies including tax increases and retroactive tax claims. In addition, Argentine courts have issued rulings changing the existing case law on labor matters and requiring companies to assume greater responsibility for, and assumption of costs and risks associated with, subcontracted labor and the calculation of salaries, severance payments and social security contributions. Since we operate in a context in which the governing law and applicable regulations change frequently, it is difficult to predict if and how our activities will be affected by such changes.

Social Disruptions and Instability in Columbia could disrupt the Company’s Operations

Generally, companies operating in the telecommunications industry in Columbia have experienced various degrees of interruptions to their operations as a result of social instability. This uncertainty may affect operations in unpredictable ways, including disruptions of access of the Company’s operators to the Company’s towers. There can be no assurance that the Company will be successful in protecting itself against these risks and the related financial consequences. Further, these risks may not in any part be insurable in the event the Company does suffer damage.

The application of anti-bribery or corruption laws could impact the Company’s operations

The Company’s operations are governed by the laws of many jurisdictions, which generally prohibit bribery and other forms of corruption. It is possible that the Company, or some of its subsidiaries, employees or contractors, could be charged with bribery or corruption as a result of the unauthorized actions of its employees or contractors. If the Companyis found guilty of such a violation, which could include a failure to take effective steps to prevent or address corruption by its employees or contractors, the Company could be subject to onerous penalties and reputational damage. A mere investigation itself could lead to significant corporate disruption, high legal costs and forced settlements (such as the imposition of an internal monitor). In addition, bribery allegations or bribery or corruption convictions could impair the Company’s ability to work with governments or nongovernmental organizations. Such convictions or allegations could result in the formal exclusion of the Company from a country or area, national or international lawsuits, government sanctions or fines, project suspension or delays, reduced market capitalization and increased investor concern.

If the Company fails to comply with laws or regulations which regulate its business and which may change at any time, the Company may be fined or even lose its right to conduct some of its business.

A variety of laws and regulations apply to the Company’s business, including the laws of Colombia and Argentina. Failure to comply with applicable requirements may lead to civil penalties or require the Company to assume indemnification obligations or breach contractual provisions. The Company cannot guarantee that existing or future laws or regulations will not adversely affect its business, or result in additional costs. These factors may have a material adverse effect on the Company.

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The Company’s industry is heavily regulated and thus the Company is subject to substantial regulatory risks

The activities of the Company are subject to intense regulation by governmental authorities. Achievement of the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals could have a material adverse effect on the business, results of operations and financial condition of the Company. The business of the Company is subject to rapid regulatory changes. Failure to keep up with such changes may adversely affect the business of the Company and have a detrimental impact on the Company’s business.

Changes in current or future laws or regulations could restrict its ability to operate its business as it currently does

The Company’s business and that of its tenants are subject to various laws and regulations. In certain jurisdictions, these regulations could be applied or enforced retroactively, which could require that the Company modify or dismantle existing towers. Since the Company has operating subsidiaries that are incorporated in both Colombia and Argentina it is thus subject to the laws of such jurisdictions. For example, the Colombian Ministry of Communications has a protocol aimed to explain to local authorities and communities the existence of environmental impacts and negative effects on the health of the people. Zoning authorities and community organizations are often opposed to construction of communications sites in their communities, which can delay, prevent or increase the cost of new tower construction, modifications, additions of new antennas to a site or site upgrades, thereby limiting the Company’s ability to respond to tenant demands. The regulations about distance of cell towers to schools, hospitals, and residences, depend on local authorities, as in Colombia the mayors of municipalities have the power to regulate in an autonomous way the matters related to telecommunication infrastructure. Existing regulatory policies may materially and adversely affect the timing or cost of construction projects associated with the Company’s communications sites and new regulations may be adopted that increase delays or result in additional costs to the Company, or that prevent such projects in certain locations, and noncompliance could result in the imposition of fines or an award of damages to private litigants. In certain jurisdictions, there may be changes to zoning regulations or construction laws based on site location, which may result in increased costs to modify certain of the Company’s existing towers or decreased revenue due to the removal of certain towers to ensure compliance with such changes. These factors could materially and adversely affect the Company’s business, results of operations or financial condition.

Changes to the tax laws in Colombia or Argentina could negatively impact the Company’s business and operations.

The introduction of new tax laws, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in Colombia or Argentina, could result in an increase in the Company’s taxes, or other governmental charges, duties or impositions. No assurance can be given that new tax laws, regulations or rules will not be enacted or that existing tax laws, regulations or rules will not be changed, interpreted or applied in a manner which could result in any of the Company’s profits being subject to additional taxation or which could otherwise have a material adverse effect on the Company.

If radio frequency emissions from wireless handsets or equipment on wireless infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect the Company’s operations, costs or revenues.

The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. The Company cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to the Company. Public perception of possible health risks associated with cellular or other wireless connectivity services may slow or diminish the growth of wireless companies, which may in turn slow or diminish the Company’s growth. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services. If a connection between radio frequency emissions and possible negative health effects were established, the Company’s operations, costs, or revenues may be materially and adversely affected. The Company currently does not maintain any significant insurance with respect to these matters.

The Company may be vulnerable to security breaches that could adversely affect its operations, business, operations, and reputation.

The Company’s wireless infrastructure may be vulnerable to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, cyber-attacks, and other security breaches. An attack attempt or security breach could potentially result in (1) interruption or cessation of certain of the Company’s services to its customers, (2) the Company’s inability to meet expected levels of service, or (3) data transmitted over the Company’s customers' networks being compromised. The

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Company cannot guarantee that its security measures will not be circumvented, resulting in customer network failures or interruptions that could impact its customers' network availability and have a material adverse effect on its business, financial condition, or operational results. The Company may be required to expend significant resources to protect against or recover from such threats. If an actual or perceived breach of its security occurs, the market perception of the effectiveness of its security measures could be harmed, and the Company could lose customers. Further, the perpetrators of cyber-attacks are not restricted to particular groups or persons. These attacks may be committed by the Company’s employees, contractors or external actors operating in any geography. Any such events could result in legal claims or penalties, disruption in operations, misappropriation of sensitive data, damage to the Company’s reputation, negative market perception, or costly response measures, which could adversely affect its business.

If the Company is unable to protect its rights to the land under its towers, its business and operating results would be adversely effected

The Company’s real property interests relating to its towers consist primarily of leasehold and sub-leasehold interests. A loss of these interests at a particular tower site may interfere with the Company’s ability to operate tower sites and generate revenues. For various reasons, the Company may not always have the ability to access, analyze and verify all information regarding titles and other issues prior to completing an acquisition of communications sites, which can affect its rights to access and operate a site. From time to time the Company may also experience disputes with landowners regarding the terms of ground agreements for land under towers, which may affect the Company’s ability to access and operate tower sites. Further, for various reasons, landowners may not want to renew their ground agreements with the Company, they may lose their rights to the land, or they may transfer their land interests to third parties, including ground lease aggregators, which could affect the Company’s ability to renew ground agreements on commercially viable terms. The Company’s inability to protect its rights to the land under its towers may have a material adverse effect on its business and operating results.

The Company could have liability under environmental and occupational safety and health laws.

The Company’s operations are subject to the requirements of environmental and occupational safety and health laws and regulations, including municipal zoning regulations and height restrictions imposed by the Colombian DAAC-FAN (Colombia’s FAA). Many of these laws and regulations contain information reporting and record keeping requirements. The Company may not be at all times in compliance with all environmental requirements. The Company may be subject to potentially significant fines or penalties if it fail to comply with any of these requirements. The requirements of these laws and regulations are complex, change frequently and could become more stringent in the future. In certain jurisdictions these laws and regulations could be applied or enforced retroactively. It is possible that these requirements will change or that liabilities will arise in the future in a manner that could have a material adverse effect on the Company’s business, results of operations or financial condition.

The Company’s towers, data centers or computer systems may be affected by natural disasters and other unforeseen events for which the Company’s insurance may not provide adequate coverage.

The Company’s towers are subject to risks associated with natural disasters, such as ice and wind storms, tornadoes, floods, hurricanes and earthquakes, as well as other unforeseen events, such as acts of terrorism. Any damage or destruction to, or inability to access, its towers or data centers may impact its ability to provide services to its tenants and lead to tenant loss, which could have a material adverse effect on its business, results of operations or financial condition.

As part of the Company’s normal business activities, it relies on information technology and other computer resources to carry out important operational, reporting and compliance activities and to maintain its business records. The Company’s computer systems could fail on their own accord and are subject to interruption or damage from power outages, computer and telecommunications failures, computer viruses, security breaches (including through cyber-attack and data theft), usage errors, catastrophic events such as natural disasters and other events beyond its control. If the Company’s computer systems and its backup systems are compromised, degraded, damaged, or breached, or otherwise cease to function properly, it could suffer interruptions in its operations or unintentionally allow misappropriation of proprietary or confidential information (including information about its tenants or landlords), which could damage the Company’s reputation and require the Company to incur significant costs to remediate or otherwise resolve these issues.

The Company may not have adequate insurance to cover the associated costs of repair or reconstruction for a major future event. Further, the Company may be liable for damage caused by towers that collapse for any number of reasons including structural deficiencies, which could harm the Company’s reputation and require it to incur costs for which it may not have adequate insurance coverage.

The Company’s operations are primarily in jurisdictions outside of Canada or the United States and consequently the

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Company is subject to the risks of foreign operations generally

Currently the Company’s operations are conducted in foreign jurisdictions including, but not limited to Colombia or Argentina. The Company expects that receivables with respect to foreign sales will continue to account for a significant portion of its total accounts and receivables outstanding. As such, the Company’s operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within the control of the Company including, but not limited to, recessions in foreign economies, expropriation, nationalization and limitation or restriction on repatriation of earnings, longer receivables collection periods and greater difficulty in collecting accounts receivable, changes in consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, regulatory requirements or the personnel administering them, currency fluctuations and devaluations, exchange controls, economic sanctions and royalty and tax increases, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, taxation policies, including royalty and tax increases and retroactive tax claims, volatility of financial markets and fluctuations in foreign exchange rates, difficulties in the protection of intellectual property, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s operations are conducted. The Company’s operations may also be adversely affected by social, political and economic instability and by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment. If the Company’s operations are disrupted and/or the economic integrity of its contracts is threatened for unexpected reasons, its business may be harmed.

In the event of a dispute arising in connection with the Company’s operations in a foreign jurisdiction where the Company conducts its business, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Company’s activities in foreign jurisdictions could be substantially affected by factors beyond the Company’s control, any of which could have a material adverse effect on the Company.

Some countries in which the Company may operate may be considered politically and economically unstable and in some cases, failure to follow certain formalities or obtain relevant evidence may call into question the validity of the entity or the actions taken by the Company. Management of the Company is unable to predict the effect of additional corporate and regulatory formalities which may be adopted in the future including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

The Company may in the future enter into agreements and conduct activities outside of the jurisdictions where it currently carries on business, which expansion may present challenges and risks that the Company has not faced in the past, any of which could adversely affect the results of operations and/or financial condition of the Company.

The Company has a limited operating history

The Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, lack of revenue and the risk that it will not achieve its growth objective. There can be no assurance that the Company’s operations will be profitable in the future or will generate sufficient cash flow to satisfy its working capital requirements. Even if the Company does achieve profitability, it cannot predict the level of such profitability. If the Company sustains losses over an extended period of time, it may be unable to continue its business.

A substantial portion of our revenue is derived from our relationship with one tenant

A substantial portion of our total operating revenues is derived from our leasing agreements with Millicom International Cellular SA. If they are unwilling or unable to perform their obligations under our agreements with them, our revenues, results of operations, financial condition and liquidity would be materially and adversely affected. Additionally, due to the long-term nature of our tenant leases with Millicom International Cellular SA, we depend on the continued financial strength of them. If our current tenant or any future tenants are unable to raise adequate capital to fund their business plans, they may reduce their spending, which could materially and adversely affect demand for our communications sites and our services business. If, as a result of a prolonged economic downturn or otherwise, one or more of our significant tenants experiences financial difficulties or files for bankruptcy, it could result in uncollectible accounts receivable. The loss of our current tenant, or the loss of all or a portion of our anticipated lease revenues from this tenant or future tenants, could have a material adverse effect on our business, results of operations or financial condition.

The Company is reliant on its management and key personnel

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The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management. While employment agreements are customarily used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services of such employees. The Company attempts to enhance its management and technical expertise by recruiting qualified individuals who possess desired skills and experience in certain targeted areas. The Company’s inability to retain employees and attract and retain sufficient additional employees as well as, engineering, and technical support resources could have a material adverse impact on the Company’s financial condition and results of operation. Any loss of the services of such individuals could have a material adverse effect on the Company’s business, operating results or financial condition.

The Company conducts business in countries with a history of corruption and transactions with foreign governments and doing so increases the risks associated with our international activities.

As we operate internationally, we are subject to the United States’ Foreign Corrupt Practices Act of 1977 and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by the United States and other business entities that have securities registered in the United States for the purpose of obtaining or retaining business. We have operations and agreements with third parties in countries known to experience corruption. Further international expansion may involve more exposure to such practices. Our activities in these countries create the risk of unauthorized payments or offers of payments by our employees or consultants that could be in violation of various laws including the Foreign Corrupt Practices Act of 1977, even though these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees and consultants. However, our existing safeguards and any future improvements may prove to be less than effective and our employees or consultants may engage in conduct for which we might be held responsible. Violations of the Foreign Corrupt Practices Act of 1977 may result in criminal or civil sanctions and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

As a foreign private issuer, we are not subject to U.S. proxy rules and are exempt from filing certain reports under the Securities Exchange Act of 1934.

As a foreign private issuer, we are exempt from the rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not be required under the Exchange Act to file annual and current reports and financial statements with the United States Securities and Exchange Commission (the “SEC”) as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act, and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act.

If we were to loose our foreign private issuer status, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would have to present our financial statements under US GAAP and may also be required to modify certain of our policies to comply with corporate governance practices applicable to U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

If we were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. holders of our Common Shares could be subject to adverse U.S. federal income tax consequences.

If we were a “passive foreign investment company within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended, for any taxable year during which a U.S. holds our Common Shares certain adverse U.S. federal income tax consequences may apply to the U.S. holder. We do not expect to be a passive foreign investment company for U.S. federal income tax purposes for our current taxable year or the reasonably foreseeable future, although there can be no assurance in this regard. Our possible status as a passive foreign investment company must be determined annually and therefore may be subject to change. This determination will depend on the composition of our income and assets, the market valuation of our assets (including, among others, our goodwill) from time to time, and our spending schedule for cash balances and the proceeds of any offering, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance that we will not be considered a passive foreign investment company for any taxable year. If we were a passive foreign investment company, U.S. holders of our Common Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the

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highest marginal ordinary income tax rates on gains recognized and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements.

The Company has never paid dividends and has no intention of paying dividends

The Company has no earnings or dividend record, and does not anticipate paying any dividends on the common shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings. The payment of future cash dividends, if any, will be reviewed periodically by the Company’s board of directors and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors.

The Company is subject to a going-concern risk

The Company’s financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company’s future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that the Company will be successful in completing an equity or debt financing or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

Item 4. Information on the Company

A. History and Development of the Company

Name and Incorporation

The Company was incorporated under the British Columbia Business Corporations Act (“BCBCA”)on September 12, 2005 as “Pacific Therapeutics Ltd.” On January 12, 2017, in connection with the completion of the Tower Three Transaction (defined below) the Company changed its name to “Tower One Wireless Corp.”

The head office and registered and records office of the Company is located at Suite 600-535 Howe Street, Vancouver, BC V6C 2Z4 Canada. The Company’s phone number is (604) 559-8051 and its web site is www.toweronewireless.com. The information on our website does not form a part of this Form 20-F.

The Company is a reporting Company in British Columbia and Ontario and its common shares are listed for trading on the Canadian Securities Exchange (“CSE”), the Frankfort Stock Exchange and are quoted on the OTC Pink Sheets.

General Development of Business

Before the completion of the Tower Three Transaction (defined below), the Company was a development stage specialty pharmaceutical company focused on developing late stage clinical therapies and in-licensed novel compounds for fibrosis, erectile dysfunction (ED) and other indications. On July 24, 2015 the Company entered into a purchase and sale agreement (the “Forge Agreement”) with Forge Therapeutics Inc. (“Forge”) of Wyoming, pursuant to which the Company agreed to sell certain of its technology assets (related to fibrosis and erectile dysfunction) to Forge in return for 15,000,000 common shares of Forge.

The Company is currently primarily in the business of developing, owning and operating cellular towers in Latin America, specifically in Argentina and Columbia.

Significant Acquisitions, Dispositions and other Events

Cabbay Plan of Arrangement

On March 6, 2016, the company incorporated Cabbay Holdings Corp. (“Cabbay”) as a wholly-owned subsidiary. The Company entered into an arrangement agreement Cabbay, dated April 18, 2016 and amended on April 21, 2016 (the “Arrangement Agreement”) in order to effect a plan of arrangement (the “Arrangement”) under the BCBCA. As part of the Arrangement, Cabbay issued its common shares in exchange for a special class of reorganization shares of the Company held by shareholders of the Company, which were subsequently redeemed by the Company in exchange for the assignment of the

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Forge Agreement and $1,000. The Arrangement Agreement and the Arrangement were approved by the Company’s shareholders on May 20, 2016 and approved by the British Columbia Supreme Court on May 31, 2016. Upon completion of the Arrangement, Cabbay was no longer a subsidiary of the Company. The Arrangement effectively resulted in the spin out of Cabbay to the Company’s shareholders and the transfer of the Forge Agreement to Cabbay. In connection with the restructuring, $440,549 of the Company’s debt in the form of accounts payable, convertible note and amounts due to related parties was assigned to Cabbay.

Tower Three Transaction

On January 12, 2017, the Company completed a “fundamental change” transaction (the “Tower Three Transaction”), with Tower Three SA, a limited liability company formed under the laws of the Republic of Columbia on December 30, 2015 (“Tower Three”), pursuant to a share exchange agreement made effective as of October 19, 2016, as amended (the “Acquisition Agreement”) among the Company, Tower Three and the shareholders of Tower Three (the “Selling Shareholders”), whereby the Company acquired 100% of the securities of Tower Three from the Selling Shareholders, by issuing 30,000,000 common shares of the Company to the Selling Shareholders on a pro-rata basis, following the completion of which, Tower Three is now a wholly-owned subsidiary of the Company. Following the completion of the Tower Three Transaction, the Company began conducting the principal business in Columbia, Argentina and USA.

The Company’s board of directors (the Board”) was reconstituted in conjunction with the closing of the Tower Three Transaction. The Board is now comprised of four (4) members, being Alejandro Ochoa, Fabio Alexander Vasquez, Robert Horsley, and Brian Gusko. The Company’s senior management now consists of Alejandro Ochoa (President and Chief Executive Officer), Abbey Abdiye (Chief Financial Officer), and Octavio De La Espriella (Chief Operating Officer). See “Directors and Officers” below for further information.

Acquisition of Evolution Technology SA

On March 30, 2017, the Company's wholly-owned subsidiary, Tower 3 SA entered into a Share Purchase Offer Agreement with the shareholders of Evolution Technology SA ("Evotech") to acquire 65% ownership interest in Evotech. Evotech is a private company incorporated under the laws of Argentina. Since its incorporation on March 10, 2016, Evotech has obtained various permits for constructing cellular towers and also has a master lease agreement with a major telecom carrier in Argentina. To obtain the 65% ownership interest in Evotech, the Company paid US$350,000 to the original shareholders of Evotech and transferred US$400,000 to Evotech for operating expenses. The Company also issued 1,500,000 common shares with a fair value of $480,000 to the shareholders of Evotech. In addition, the Company is committed to contribute the funds necessary for Evotech to construct 50 towers, or a lower number of towers to be agreed between the parties, for up to a total maximum amount of US$3,500,000. The original shareholders of Evotech have the option to exchange all and not less than all of the remaining 35% ownership interest in Evotech for 7,000,000 common shares of the Company on or before June 30, 2018 if Evotech constructs 50 towers. As of the date of this report, Evotech has constructed two towers in Argentina and had commenced construction of an additional two towers in Argentina.

Acquisition of Tower Construction & Technical Services Inc.

On October 18, 2017, the Company entered into an escrow agreement with the shareholders of Construction &Technical Services, Inc. (“TCTS”) to acquire a 70% ownership interest in TCTS. To obtain this 70% ownership interest in TCTS the Company committed to operate TCTS’s business and financial affairs and no cash or equity consideration was provided for this acquisition. TCTS is a Florida company, headquartered in Miami, Florida and established in 2010 that provides its customers with comprehensive telecommunications services including turnkey solutions covering all aspects of tower erecting needs including: wireless infrastructure, tower building solutions and fiber to home. TCTS as active master services agreements with multiple large companies including: T-Mobile, Ericsson, Signfox. Within the first 90 days of the Company’s acquisition of TCTS, TCTS had entered into tower construction and service contracts T-Mobile and Ericsson totaling $314,000 USD.

On February 2, 2018, the Company announced that it intends to spin-out its 70% ownership interest in TCTS to its shareholders with the intention of creating a standalone publicly traded company. The Company established a record date of March 15, 2018 for this proposed spin-out pursuant to shareholders of record on such record date will be entitled to receive one common share in the capital of TCTS for every five common shares in the capital of the Company held by such shareholders. This proposed spin-out is subject to regulatory approval, including approval of the CSE.

Collocation Agreement with Claro

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On October 24, 2017, Tower Three signed a collocation agreement with Claro Columbia, which allows Tower Three to lease tower sites in Columbia to Claro. Claro is believed to be the largest provider of mobile phone services in Columbia with an estimated 60% of the market share in that country.

Expansion into Mexico

On March 23, 2018, the Company entered into an acquisition agreement with Comercializadora Mexmaken S.A de C.V, a Mexican-based private tower company. In consideration for the acquisition of Comercializador Mexmaken, the Company issued 7,500,000 common shares of the Company at $0.185 per share for an aggregate value of $1,387,500. Following completion of the acquisition on May 18, 2018, the Company now owns 90% of the issued and outstanding share capital of Comercializadora Mexmaken, which has become a subsidiary of the Company. Comercializadora Mexmaken, which owns, builds and leases cellular towers to the telecom industry in Mexico, has a master lease agreement with AT&T.

Proposed Acquisition of Process Cellular Inc.

On March 26, 2018, the Company entered into an agreement to acquire 100% equity ownership of Process Cellular Inc. (“ProCell”), a Southern California based private company that operates as a turnkey general contractor that specializes in cellular tower construction.

Inter-Corporate Relationships

Upon the completion of the Tower Three Transaction, Tower Three became a wholly-owned subsidiary of the Company, and currently manages the Company’s operations in Columbia. Tower Three also has a wholly-owned subsidiary, Fundacion Communicar Para Educara Columbia Foundation, which is a non-profit initiative established with the goal of creating and distributing educational devices for the developing world. The Company owns a 65% equity interest in Evotech, which manages the Company’s operations in Argentina. The Company also owns a 70% equity interest in TCTS, which manages the Company’s operations in the United States.

Private Placements

Concurrent with the closing of the Tower Three Transaction, the Company completed a private placement (the “Private Placement”) of units (the “Units”), at a price of $0.15per Unit for gross proceeds of $2,322,737. Each Unit consisted of one share of the Company’s common stock ( a “Common Share”) and one transferable Common Share purchase warrant ( a “Warrant”), with each whole Warrant entitling the holder to purchase, for a period of 12 months from the date of issue, one additional Common Share at an exercise price of $0.40per Common Share. The Warrants also have an acceleration clause whereby if the closing price of the Common Shares is greater than $0.60per Common Share for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry of the Warrants by giving notice to the holders of the Warrants by news release or other form of notice permitted by the certificate representing the Warrants that the Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than ten (10) days from the date notice is given. As compensation for raising proceeds under the Private Placement, eligible finders and brokers received cash commission of 8% of the gross proceeds raised in the Private Placement and compensation Warrants (the “Financing Warrants”) entitling the finder or broker to purchase Common Shares up to 8% of the number of Placement Units sold in the Private Placement, exercisable at a price of $0.40 per Common Share for a period of 12 months from the date of issuance of the Financing Warrants, subject to an acceleration provision.

Warrant Incentive Programs

After the completion of the Private Placement, the Company instituted an incentive program, whereby holders of Warrants were granted incentive warrants (the “Incentive Warrants”) that were exercisable at $0.50 per share within 12 months of issuance if they exercised their Warrants from June 21, 2017 to July 21, 2017. As a result of this incentive program, 3,774,466 Warrants were exercised with total proceeds of $1,132,340 and 3,774,466 Incentive Warrants were issued.

The Company instituted a second incentive program that provided for the following: (i) that the expiration date of the Warrants was extended to March 30, 2018, (ii) the exercise price of the Warrants and the Incentive Warrants was reduced to $0.25 per share, and (iii) additional warrants with an exercise price of $0.40 per share were issued to current holders of Warrants and Incentive Warrants in consideration for such Warrants or Incentive Warrants to be exercised prior to March 30,2018. The deadline for this incentive program was extended to April 6, 2018, and on such date a total of 8,665,201 Warrants and Incentive Warrants were exercised to acquire 8,665,201 Common Shares at a price of $0.25, which resulted in $2,166,300 in gross proceeds for the Company. The Company intends to utilize these funds to continue to build wireless cellular towers, predominately in Argentina as well as for general corporate purposes.

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Principal Capital Expenditures

The Company’s principal capital expenditures are the acquisition of wireless tower sites and the development of cellular towers on such sites. The Company funds these capital investments primarily through funds received through capital market raises such as the Private Placement and the Incentive Warrant program.

B. Business Overview

Current Operations

The primary business of the Company is to develop, own and operate multitenant communications real estate primarily in Latin America, specifically Columbia and Argentina. The Company is primarily focused on building towers in municipalities where there is limited or no cellular coverage and is currently focused on 4G LTE infrastructure expansion throughout Latin America.

The Company currently has two master lease agreements, three collocations and 300 cellular search rings provided by mobile network operators. Since many of these contracts are non-exclusive, the Company can enter into additional rental agreements for each tower so that multiple service providers can rent space on the same tower, thereby increasing the revenue generated per tower.

The Company’s revenues primarily come from the leasing of space on its communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries.

Products and Services

We have currently completed 24 wireless towers in Argentina (nine of which have active collocations) with another eight under construction, while we have 12 completed towers in Columbia with three active collocations. We also have 35 approved tower sites for future construction in Columbia. Towers with collocation capabilities have the ability to host up to three providers on the same tower.

Our revenue is primarily derived from tenant leases on cellular towers we own and operate in Columbia and Argentina as well as certain revenues generated from TCTS’s operations in the United States. The amount of rental payments we receive from our towers in Columbia and Argentina depend upon tower location, amount, type and position of tenant equipment on the tower, ground space required by the tenant and remaining tower capacity. Our costs typically include ground rent and power and fuel costs, some or all of which may be passed through to our tenants, as well as property taxes and repairs and maintenance expenses. We currently have leased each of our six towers in Columbia to Millicom International Cellular S.A, a large international telecommunication and media company, under separate 13 year leases, which expire in 2029. Under the terms of each of these leases Millicom pays a monthly $1,000 (USD) per tower fee to Tower Three to use the towers by installing antennas on such towers. We also have lease agreements for our remaining six towers in Columbia with Claro Columbia and lease agreements with Claro Argentina for all of our 24 towers in Argentina. Each of these agreements is for a 13 year term and have similar monthly payments and terms as our lease agreements with Millicom. Claro is part of América Móvil, a Mexican telecom group serving clients throughout Latin America.

The Company’s operations are concentrated in Columbia, Argentina and the United States (though the operations of TCTS). During the year ended December 31, 2017, the Company recorded total of revenues of $118,700, $65,601, and $16,731 in Columbia, Argentina and the United States respectively, while the Company recorded total assets of $464,459, $2,637,063, and $5,374, in Columbia, Argentina and the United States respectively.

Business Strategy

Tower Development

After the completion of the Tower Three Transaction, the Company now focuses primarily on building cellular towers in municipalities where there is limited or no cellular coverage and is currently focused on 4G LTE infrastructure expansion in Columbia, Argentina and now the United States. The Company currently intends to complete the construction of a total of 10 cellular towers in Argentina, and has ownership rights for a total of 50 sites (20 in Columbia and 30 in Argentina) where it intends to build towers. Additionally, the Company acquired in the first quarter of 2018, 80 new wireless tower sites in Argentina. Each wireless tower site consists of leasing of the underlying real estate as well as the rights to build cell towers. The Company works with local and regional government departments to ensure that its locations and properties can be licensed quickly and effectively by carriers and operators or even shared. The Company’s objective is to build each site within thirty days and have the operator hopefully up and running within sixty days. The Company’s towers and sites are home to cellular and wireless, radio and television broadcast, microwave and two-way radio communications equipment

Vertical Partnerships

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We believe that demand for our communication services is primarily drive by incumbent wireless service providers investing in existing voice networks to improve or expand their coverage and increase capacity and increasing the availability of lower cost smartphones. It is our belief that in order to invest in the coverage, quality and capacity of their networks, wireless carriers in Latin America will continue to outsource their communications site infrastructure needs as a means to accelerate network development, rather than construct and operate their own communications sites.

The Company plans to continue to build joint venture “market vertical” partners with wireless service providers such as Millicom, Claro Columbia, and Claro Argentina as well as other wireless carriers who are looking to deploy 4G LTE networks in Latin America.

Community Involvement

In addition, it is the intention of the Company that every tower will offer the local community free WiFi and help to create community websites so as to enhance community well-being and integration. Integral to the Company’s business penetration strategy is its planned role as being a leading corporate citizen helping local markets. Consequently, the Company attempts to combine social and community efforts (free Wifi, programs, prizes, etc.) with its current business operations in local cities and towns so as to bolster its reputation and corporate involvement.

The Telecommunications Market in Latin America

General

Despite considerable progress in building out mobile broadband networks in Latin America over recent years(there are currently over 160,000 towers in Latin America), approximately 10% of the population, or approximately 64 million people, still have no access to a mobile broadband network in the region. Latin America is characterized by densely populated and sprawling cities, but also by vast, sparsely populated areas, mountain ranges, rainforests and islands. Although most people live in urban or suburban areas, it is the small proportion of people living in rural areas (20% of the population) that are most likely to currently be without access to mobile broadband. Although the business model utilized by mobile carriers has so far proven effective in expanding coverage to current levels, the Company believes that moving further into remote areas through traditional network deployment is a much greater challenge, owing to the sparsely populated unconnected areas, the difficult economic situation in many Latin American countries, the high cost of investment with limited potential for return, and a challenging market environment that often makes coverage expansion uneconomical. As a result, mobile operators are increasingly adopting alternative methods, notably infrastructure sharing and partnerships with other ecosystem players, to complement traditional network deployments. The Company believes that governments in the region want to make access to and use of mobile broadband universal, a goal shared by mobile operators, which the Company expects will require a multidimensional approach and collaboration between governments and the mobile industry, with the former supporting industry-led initiatives with policies and programs that create the right incentives and an enabling environment for extending connectivity to underserved areas. The Company also believes that in many cases mobile operators’ efforts to improve coverage are hampered by inefficient and arduous regulation from governments and policymakers, including onerous coverage obligations, strict quality-of-service (“QoS”) expectations, and restrictive planning laws around new infrastructure deployment which, together, make for a challenging regulatory environment.

Additionally, of the 90% of the population of Latin America who have access to mobile broadband services, just over 160 million people, or approximately a quarter of the population, subscribed to such services. This means that three-quarters of the population do not currently subscribe to mobile broadband services, primarily due to affordability and/or consumer challenges.

The Columbian Market

With an estimated 48 million people in 2015, Colombia is the third-most populous country in Latin America, after Brazil and Mexico. It is also home to the third-largest number of Spanish speakers in the world after Mexico and the United States.

Mobile operators in Latin America face a tough balancing act in allocating capital across multiple divergent needs: investing in network expansion projects to meet coverage obligations, or boosting network capacity in existing service areas to address QoS expectations (most countries in Latin America have more than 3,500 connections per base station, compared to around 1,000 or fewer in the US and other developed markets).The Company believes that this puts an additional burden on mobile operators and inadvertently weakens the business case for investment in coverage expansion. We believe that tower firms – like Tower Three – have a role to play in creating and sustaining an enabling environment for effective investment in

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infrastructure deployment for carriers and operators. Tower Three’s infrastructure sharing is intended to enable mobile operators to deploy networks more efficiently, optimize asset utilization and reduce running costs compared with standalone deployment by the carrier. It is also designed to minimize duplication of infrastructure, which has come under the spotlight in many countries due to growing environmental and public safety concerns. There are two broad forms of infrastructure sharing: passive and active. With passive infrastructure sharing, tower firms allow operators to share physical components of a cell site (e.g. installing multiple antennas on a single tower). With active infrastructure sharing, tower firms enable operators to share the radio access network (RAN) or, at a more advanced level, the core network. Tower Three engages in both types of infrastructure sharing.

The Argentinian Market

Argentina has one of the most developed mobile telephone markets in Latin America, with the third highest number of subscribers after Brazil and Mexico and the second highest degree of mobile penetration after Uruguay. Although market penetration is relatively high, we believe there is potential for subsription growth as there are three sizeable competitive mobile operations vying for leadership in the country. Additionally, Argentina’s tower infrastructure remains reletively underdeveloped given the size of the market, and Latin America’s largest tower development companies, American Tower and S.A, have relatively fewer towers in Argentina than in other countries in the region.

We believe that significant tower infrastructure will be required to meet the coverage targets of mobile companies in Argentina and to cater to significant mobile data demand in large population centers in the country.

Competition

The Company operates in a very competitive industry, with a number of competitors who vary in size from very small organizations to large public companies. We believe that price, network density, speed of service, quality and site location and capacity are the primary competitive factors affecting companies in our industry. Although some of the Company’s competitors, such as American Tower Corp. (“AMT”), have invested large amounts of monies in telecommunications infrastructure in Latin America; AMT has 3,500 towers in Colombia and more than 12,000 across Latin America, the Company’s management believes there is ample room for its business to serve clients in certain districts of Colombia, Argentina and other countries on Latin America where local issues and situations make our Company’s locations more suitable than our competitors.

Seasonality

Not Applicable

Legal Proceedings

We are not currently a party to any material legal proceeding. From time to time, we may bring against others or be subject to various claims and legal actions arising in the ordinary course of business.

C. Organizational structure

The following are the Company’s subsidiaries along with the percentage ownership and jurisdiction of incorporation:

Tower Three SAS (Columbia) (100%)
Evolution Technology SA (Argentina) (65%);
Innervision SAS (Columbia) (90%)
Tower 3 SAS (Argentina)(100%)
Tower Construction & Technical Services Inc. (Florida)(70%)

D. Property, plant and equipment.

The Company has 12 cellular towers located in Colombia, and 25 Towers in Argentina.

Our interests in our communications sites are comprised of a variety of ownership interests, including leases created by long-term ground lease agreements, easements, licenses or rights-of-way granted by government entities. A typical tower site consists of a compound enclosing the tower site, a tower structure and one or more equipment shelters that house a variety of transmitting, receiving and switching equipment. In addition, our sites typically include backup or auxiliary power generators and batteries. The principal types of our towers are guyed and monopole tower. A guyed tower includes a series of cables attaching separate levels of the tower to anchor foundations in the ground and can reach heights of up to 2,000 feet. A guyed tower site for a typical broadcast tower can consist of a tract of land of up to 20 acres, while a monopole tower is a tubular structure that is used primarily to address space constraints or aesthetic concerns. Monopoles typically have heights ranging from 50 to 200 feet. A monopole tower site used in metropolitan areas for a typical wireless communications tower can consist of a tract of land of fewer than 2,500 square feet

Our head office is located at 600-535 Howe Street, Vancouver, BC V6C 2Z4 Canada. We currently lease this office location.

We also maintain regional offices in Columbia at: 8A #99-22 Unit 903, Bogota, Colombia, and in Argentina at: 555 TTe. Gral Juan Domingo Peron, Piso 2, Buenos Aires, Argentina. We currently lease these office locations. We also lease an office

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in Miami, Florida.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our financial statements for each of the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015 have been prepared in accordance with IFRS. This discussion contains forward-looking statements that involve certain risks and uncertainties. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. See Item 3.D, “Key Information — Risk Factors”.

General

The Company now focuses primarily on building cellular towers in municipalities where there is limited or no cellular coverage and is currently focused on 4G LTE infrastructure expansion in Colombia and Argentina. The Company currently has 40 towers completed (28 in Argentina and 12 in Columbia) and the majority of the Company’s current revenue is derived from tenant leases on these cellular towers, as well as TCTS’s operations in the United States.

Corporate Highlights

The Company’s highlights during the year ended December 31, 2017 and the interim period up until the date of this report include:

• The Company completed the Tower Three Transaction on January 12, 2017.

• The Company’s Common Shares began trading on the Canadian Securities Exchange at market open on January 26, 2017 under the symbol “TO”.

• The Company secured The Depository Trust Company (DTC) eligibility for its shares traded in the United States under the symbol TOWTF on May 5, 2017.

• The Company was awarded six additional search rings from a mobile network operator in Columbia.

• The Company completed the acquisition of a 65% ownership interest in Evotech, which gave the Company access to the Argentinian market.

• The Company introduced the incentive Program for its outstanding Warrants. As a result of this incentive program, 3,774,466 Warrants were exercised with total proceeds of $1,132,340 and 3,774,466 Incentive Warrants were issued.

• The Company instituted a second incentive program that resulted in a total of 8,665,201 Warrants and Incentive Warrants being exercised to acquire 8,665,201 Common Shares at a price of $0.25, which resulted in $2,166,300 in gross proceeds for the Company.

• On July 18, 2017, the Company announced that both of its Argentina subsidiaries have received 10 additional search rings each from two separate mobile network operators to build 20 additional towers.

• During the year ended December 31, 2017, the Company granted 15,695,000 stock options and recorded share- based compensation of $3,693,799. During the year, 11,130,435 stock options were exercised with total proceeds of $2,685,999.

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• On October 17, 2017, the Company signed a letter of intent to acquire a Mexican-based private tower company with a view to negotiating the terms of a definitive agreement in order to complete the acquisition of this Mexican-based tower company.

• On October 19, 2017, the Company placed a $315,000 deposit for the purchase of 15 towers to be deployed in November, 2017. These 15 towers will be located in Argentina and are expected to cost total of approximately USD$1,050,000 to purchase.

• On October 24, 2017, the Company signed a Collocation Agreement with Claro in Colombia. The Collocation Agreement allows the company to lease tower sites to Claro.

• As of the end of the fiscal year, had constructed 25 towers and completed an additional five towers in Argentina during the first quarter of 2018.

• The Company received an additional 50 search rings (bringing the total search rings to 300) for new locations and acquired 80 new wireless tower sites in Argentina during the first quarter of 2018

• The Company announced its intention to spin-out its 70% equity interest in TCTS to its shareholders.

• The Company hired Mr. John Logiudice, who has over 20 years of experience with Ericsson and Sprint-Nextel, to head the Company’s tower services division.

Results of Operations

The following table sets forth certain selected operating results and other financial information for each of the years ended December 31, 2017, 2016 and 2015:

	2017	2016*	Change from 2016 to 2017	2015*	Change from 2015 to 2016
	$	$	$	$	$
Revenue	200,498	19,403	181,095	-	19,403
Wages and Benefits	72,011	7,125	64,886	-	7,125
Professional Fees	1,710,312	204,561	1,505,751	21,151	183,410
Advertising and Promotion	1,190,150	-	1,190,150	-	-
Share Based Compensation	3,693,799	-	3,693,799	-	-
Travel	333,366	29,631	303,735	-	29,631
Office and miscellaneous	128,184	60,113	68,071	-	60,113
Bank Charges and Interest Expense	380,864	4,491	376,373	-	4,491
Total Other Income (Expenses)	(2,327,117)	-	(2,327,117)	-	-
Net and Comprehensive income (loss)	9,881,797	301,183	9,580,614	21,151	290,256

* In accordance with the IFRS rules Tower Three was considered for accounting purposes to be the successor company upon the completion of the Tower Three Transaction and consequently the Company reports the financial results of Tower Three

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as the Company’s historical financial results for the fiscal years ended December 31, 2016 and 2015 in the Company’s financial statements. Since Tower Three was incorporated in 2015, no financial results exist for the 2014 and 2013 fiscal years.

The Company’s net and comprehensive loss for the year ended December 31, 2017, totaled $9,881,797 or $0.16 per share compared to net and comprehensive loss of $292,004 or $29.20 per share for the year ended December 31, 2016 and a net and comprehensive loss of $21,151 or $2.12 per share for the year ended December 31, 2015. The increase in the net loss in 2017 from 2016 (and the increase in net loss in 2016 compared to 2015) was primarily the result of the Company’s increased operational activities resulting since the completion of the Tower Three Transaction.

Revenues

The Company has generated revenues of $200,498 primarily from fees received through lease agreements involving the Company’s cellular towers compared to $19,403 in total revenue generated in the prior year. The Company did not generate any revenues in 2015 as Tower Three was incorporated in late December 2015. The Company expects to generate revenues in 2018 mostly through monthly fees paid under lease agreements for the Company’s cellular towers in Columbia and Argentina.

Expenses

During the year ended December 31, 2017, total expenses for the Company were $7,842,058 as compared to the year ended December 31, 2016 where total expenses were $311,407. The increased expenses in 2017 compared to the prior year was mainly due to professional fees of $1,710,312 (compared to $204,561 in 2016 and $21,151 in 2015), travel expenses of $333,366 (compared to $29,631 in 2016 and $nil in 2015) office and miscellaneous expenses of $128,184 (compared to $60,113 in 2016 and $nil in 2015), share based compensation of $3,693,799 ($nil in both 2016 and 2015) and advertising and promotion expense of $1,199,150($Nil in both 2016 and 2015). Expenses incurred from share based payments in 2017 primarily resulted from the issuance stock options to consultants during the year, while the increase in professional fees in 2017 compared to the prior year was mainly the result of increased, financial, accounting and legal fees incurred by the Company in connection with the Tower Three Transaction, and the other acquisitions and dispositions made by the Company during 2017. The increase in office and miscellaneous expenses, advertising and promotional expenses and travel expenses in 2017 compared to the both 2016 and 2015 was primarily the result of the commencement of operational activities in Columbia and Argentina in 2017. Specifically, the further development of our cellular tower business after the Tower Three Transaction increased: (i) office related costs mostly due to the hiring of new employees and the acquisition of additional offices to accommodate the growth of our operations in Columbia and Argentina, (ii) marketing and promotional efforts in Latin America, the United States and Canada to promote our business and create increased awareness of our Company in these markets, and (iii) travel to Columbia and Argentina to scope out optimal locations for cellular towers. The Company also incurred $380,864 in interest and bank charges in 2017, mostly due to interest fees for the previous and existing loans, bank fees and transfer charges in Columbia and Argentina.

During the year ended December 31, 2016, total expenses for the Company were $311,407, which was $290,256 higher than the total expenses incurred during the year ended December 31, 2015. Expenses increased in 2016 compared to 2015 primarily due to various operating activities in 2016 while Tower Three had limited operations in 2015 as a result of being incorporated in late December of that year .

Interest Income

Interest income consists of interest earned on the Company’s cash and cash equivalents. The Company has no interest income for the period ended December 31, 2017 and years ended December 31, 2016 and 2015.

Impact of Inflation

We do not believe that inflation has had a material impact on our revenues or income over the past two fiscal years. However, increases in inflation could result in increases in our expenses, which may not be readily recoverable in the price of goods or services provided to our clients. To the extent that inflation results in rising interest rates and has other adverse effects on capital markets, it could adversely affect our financial position and profitability.

Foreign Currency Fluctuations

The Company generates revenues and incurs expenses and capital expenditures primarily in Colombia and Argentina and is exposed to the resulting risk from changes in foreign currency exchange rates. Some administrative and head office related

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expenses are incurred in Canada. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risks. A significant change in the currency exchange rates between the Canadian dollar relative to the Colombia Peso or Argentina Peso could have an effect on the Company's results of operations, financial position and/or cash flows. The Company

During the year ended December 31, 2017, the Company recorded $18,120 in losses related to foreign exchange translation adjustments in 2017 compared to a loss of $9,179 in 2016. The Company’s functional currency is the Canadian dollar, while Tower Three conducts business in Columbia with the Columbian Peso and Evotech conducts business in Argentina with the Argentinian Peso. At December 31, 2017, through Tower Three, the Company had cash of $12,966, amount receivable of $1,164 and accounts payable of $80,868, all of which were denominated in Colombia Peso. In addition, through Evotech, the Company had cash of $41,801, accounts receivable of $154,950 and accounts payable of $471,692, all of which were denominated in Argentina Pesos.

Foreign currency fluctuations have not previously had a material impact on the Company’s financial results. Consequently, the Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency rates and therefore does not hedge its exposure to currency fluctuations. It is the opinion of management that the foreign exchange risk to which the Company is exposed is currently minimal. However, with the completion of the Tower Three Transaction and the acquisition of Evotech, the Company anticipates that the fluctuations of the Columbian and Argentinian Pesos may impact the Company’s financial results moving forward. The Company intends to monitor such potential impact and will possibly develop a hedging policy if such fluctuations become material.

Critical Accounting Estimates

The Company’s accounting policies are presented in Note 6 of the audited financial statements for the years ended December 31, 2017 and 2016. The preparation of financial statements in accordance with International Financial Reporting Standards (IFRS) requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements. Actual amounts could differ materially from the estimates used and, accordingly, affect the results of the operations. These include:

• the assumptions used for the valuation of listing expense;

• the assumptions used for the determination of the impairment of intangible assets;

• the assumptions used for the determination of the useful life of equipment;

• the assumptions used for the determination of the useful life of intangible assets; and

• the assumptions used for the determination of the value share based payments and compensation.

Regulation

Columbia

Our tower leasing business in Columbia is subject to Columbian national, state and local regulatory requirements with respect to the construction, registration, marking and maintenance of our towers. Colombia is divided into 32 departments and one capital district, which is treated as a department (Bogotá also serves as the capital of the department of Cundinamarca). Departments are subdivided into municipalities, each of which is assigned a municipal seat, and municipalities are in turn subdivided into corregimientos in rural areas and into comunas in urban areas. Each department has a local government with a governor and assembly directly elected to four-year terms, and each municipality is headed by a mayor and council. There is a popularly elected local administrative board in each of the corregimientos or comunas. In addition to the capital four other cities have been designated districts (in effect special municipalities), on the basis of special distinguishing features. These are Barranquilla, Cartagena, Santa Marta and Buenaventura. Some departments have local administrative subdivisions, where towns have a large concentration of population and municipalities are near each other (for example in Antioquia and Cundinamarca). Where departments have a low population (for example Amazonas, Vaupés and Vichada), special administrative divisions are employed, such as “department corregimientos”, which are a hybrid of a municipality and a corregimiento. The majority of existing infrastructure in remote areas, including buildings, open spaces such as parks and squares, legacy fixed-line telecoms infrastructure and public utilities, is owned by governments and public institutions.

For infrastructure deployment and antenna siting, mobile operators and tower companies need to obtain local approvals from municipalities for each antenna or tower site. The absence of a clear national policy can lead to each municipality adopting its own policy and procedures that are sometimes in conflict with the technical requirements of deploying mobile networks.

Argentina

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Following the election of President Mauricio Macri in 2015, the Argentine government issued a Decree of Necessity and Urgency (Decreto de Necesidad y Urgencia) to create a new communications ministry and regulator to oversee the telecommunications and media sectors. The National Communications Agency (Ente Nacional de Comunicaciones, or “Enacom”) is now the main telecommunications regulatory authority in Argentina and became operational in 2016. The Company’s operations in Argentina are regulated by Enacom., which in early 2018, established new testing standards for cellular towers in Argentina. In accordance with this new Enacom policy, all now must be tested in Argentina under these new Enacom standards in order to obtain a certificate of homologation.

All telecommunications providers in Argentina must contribute approximately 1.0% of their monthly revenues to finance the provision of telecommunications services in underserved areas and to underserved persons. All providers must also meet certain quality-of-service requirements.

B. Liquidity and Capital Resources.

Overview

The Company is a development stage company and prior to the completion of the Tower Three Transaction in 2017 had no regular cash inflows. Selected financial data pertaining to liquidity and capital resources for the fiscal years ended December 31, 2017, 2016 and 2015is presented below.

Comparison of Years Ended December 31, 2017, 2016 and 2015

Period ended	2017	2016	Change between 2017 and 2016	2015	Change between 2016 and 2015
	$	$		$
Cash and Cash Equivalents	284,225	9,864	274,361	-	9,864
Current Assets	497,029	123,896	373,133	4,300	119,596
Current Liabilities	2,297,298	690,408	1,606,890	21,151	669,257
Working Capital	(1,800,269)	(566,652)	(1,233,617)	(16,851)	(549,801)
Accumulated deficit	(9,896,705)	(313,155)	(9,583,550)	(21,151)	(292,004)
Cash used in operations	(5,170,127)	(359,415)	(4,810,712)	(21,151)	(338,264)
Cash flows from financing Activities	7,415,085	613,987	6,801,098	-	613,987
Interest Income	Nil	Nil	Nil	Nil	Nil

As of December 31, 2017, the Company had cash and cash equivalents of $284,225 (compared with $9,864 for fiscal year 2016 and $nil for fiscal year 2015) and working capital of ($1,800,269) (compared with ($566,512) for fiscal year 2016 and ($16,851) for fiscal year 2015). Working capital is calculated as current assets less current liabilities.

Cash and cash equivalents increased by $274,361 in fiscal year 2017compared to 2016 primarily due to cash received from share subscriptions and exercise of options and warrants during 2017. Cash and cash equivalents increased in 2016 from 2015 since the Tower Three was not active in 2015.

Working Capital decreased by $1,233,617 in fiscal year 2017 compared to fiscal year 2016 primarily due to increased loan payables to related parties and increased accounts payable mostly due to increased operating activities in 2017 compared to 2016. Working capital decreased by $549,801 in 2016 compared to 2015 mainly as a result of increased activities in 2016. Current liabilities increased by $1,606,890 for the fiscal year ended December 31, 2017 compared to the fiscal year ended December 31, 2016 primarily due to loans to the Company in 2017 and increased unpaid payables. Current liabilities increased in 2016 compared to 2015 by $669,257, mainly as a result of the unpaid invoices resulting from increased operations in 2016 compared to the prior year.

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Contributed Surplus

Contributed Surplus, which arises from the recognition of the estimated fair value of stock options and warrants, was $1,344,884 for fiscal year 2017, compared with $nil for fiscal years 2016 and 2015. The increase in contributed surplus in 2017 was primarily due to stock options and warrants issued and exercised during the year.

Share Capital

At December 31, 2017, the Company’s share capital was $10,635,886 comprising 70,125,698 issued and outstanding Common Shares (FYE 2016 - $4,300 comprising 10,000 issued and outstanding Common Shares ).

Operating Activities

Cash utilized in operating activities during fiscal year 2017 was $5,170,127 (compared with $359,415 utilized for fiscal year 2016 and $21,151 utilized for fiscal year 2015).The increase in cash utilized in operations during fiscal year 2017 as compared to fiscal year 2016 was primarily due to an increase in professional fees mostly related to the Company’s completion of several significant transactions during that year, as well as cash used in connection with the Company’s ongoing operation functions such as wages and benefits, travel, advertising and promotion as well as interest expenses. The increase in cash utilized in operations during 2016 as compared to 2015 was primarily due to an increase in professional fees, office and travel expenses in 2016.

Investing Activities

Net cash used in investing activities was $1,970,597, $244,708, and $nil in fiscal year ended December 31, 2017, 2016 and 2015, respectively. Cash used in investing activities in 2017 primarily included cash used for the construction of cellular towers and additions to fixed assets as well as cash used in our acquisition of Evotech, being partially offset cash received from our acquisition of Evotech.

Financing Activities

The Company’s cash inflows from financing activities was $7,415,085 in 2017 and comprised proceeds from subscriptions received in private placements during the year, as well as stock options and warrants exercises for cash. In addition, the Company received cash from the loan payables from related parties in 2017. Cash flows from financing activities in 2016 and 2015 was $613,987 and $nil, respectively, and mostly consisted of cash received in connection with related party transactions during 2016.

Capital Expenditures

The Company incurred capital expenditures of $2,887,196, $244,708 and $nil in 2017, 2016 and 2015 respectively. The increase in capital expenditures in 2017 over prior years is primarily due to increased cellular tower construction in that year.

Future Liquidity

As a result of the Tower three Transaction, the Company now expects to generate revenues from its operations, while also incurring additional costs in connection with its tower development business.

At December 31, 2017, the Company had an accumulated deficit of $9,896,705, which is funded primarily by the raising of equity funding and loans. Consequently, the Company’s ongoing operations are dependent on the Company’s ability to generate sufficient revenues in the future, receive continued financial support and complete equity financings. The Company may not be able to generate sufficient cash flows from its operations in the foreseeable future to support its working capital needs and may have to rely on funding through future equity issuances and short term borrowings to finance ongoing operations and the construction of cellular towers. Based upon the current level of our operations and our current expectations for future periods in light of the current economic environment, we believe that cash flow from our operations and available cash, will not be adequate to finance the capital requirements for our business during the next 12 months without additional funding through future equity issuances and short term borrowings, which will depend on market conditions. Additionally, in the future we may make acquisitions of businesses or assets or commitments to additional capital projects. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions, additional capital resources will be required. Depending on the size of a transaction, the capital resources that will be required can be substantial. The necessary resources will be generated from cash flow from operations, cash on hand, borrowing against our assets or the issuance of

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securities.

In order to finance the Company’s future operations and to cover administrative and overhead expenses the Company may raise money through equity sales. Many factors influence the Company’s ability to raise funds, including the Company’s track record, and the experience and calibre of its management. Actual funding requirements may vary from those planned due to a number of factors. Management believes it will be able to raise equity capital as required in the long term, but recognizes there will be risks involved that may be beyond their control. Should those risks fully materialize, it may not be able to raise adequate funds to continue its operations.

C. Trend Information

Other than as disclosed elsewhere in this Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

D. Off Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

E. Tabular Disclosure of Contractual Obligations

The Company has no known contractual obligations specified in Item 5.F.1 as of the latest fiscal year end balance sheet date.

Item 6. Directors, Senior Management and Employees

Directors and Senior Management

The following table sets forth certain information relating to our directors and executive officers:

Name and	Principal Occupation for Past Five	Date of	Common Shares	Percentage of
Position	Years	Appointment to	Held	Common
		Office		Shares
				Outstanding(1)
Alejandro Ochoa President, Chief Executive Officer & Director	Founder and CEO of Tower Three SAS; and consultant to Mackie Research Capital Corporation’s investment banking practice with a Latin American focus	January 12, 2017	12,000,000	12.86%
Abbey Abdiye, Chief Financial Officer and Corporate Secretary	CFO of Ceylon Graphite Corp. from 2017 to present, CFO of Crop Infrastructure Corp., from 2016 to present, CFO of Orca Touchscreen Technologies Ltd., from 2017 to present and Former CFO of Biomark Diagnostics Inc. from 2014 to 2017	Chief Financial	Nil	Nil
Fabio Alexander Vasquez Director	Co-founder of Tower Three, and has been engaged in the Florida aviation business for over 25 years.	January 12, 2017	12,000,000	12.86%
Brian Gusko, Director, Chairman of the Board	Partner at Howe & Bay Financial Corporation; CFO of Vodis Pharmaceuticals; Director of Lomiko Metals;Director Arco Resources Corp.; Director Robix Alternative Fuels;Director Newnote Financial Corporation and Director of Cloud Nine Education Group.	August 25, 2015	2,469,339	2.64%

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Name and	Principal Occupation for Past Five	Date of	Common Shares	Percentage of
Position	Years	Appointment to	Held	Common
		Office		Shares
				Outstanding(1)
Octavio De La Espriella Chief Operating Officer	Chief Operating Officer of Tower Three SAS; former Chief Operating Officer of Continental Towers Company.	January 12, 2017	Nil	Nil
Robert Horsley Director	Director of Evolving Gold Corp (Since March 4, 2014) Owner of Marksman Geological Ltd Owner of Cervus Business Management Inc. Partner in Howe And Bay Financial Corp Former Chief Executive Officer of the Company.	February 1, 2016	2,760,707	2.96%

(1) As of August 20, 2018 we had 93,339,446 Common Shares outstanding

Each of our directors will serve until the next annual meeting of our shareholders. None of our directors have service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment.

The Company’s Audit Committee consists of Alejandro Ochoa, Robert Horsley, and Brian Gusko.

Set forth below is certain biographical information furnished to us by our directors and executive officer. There are no family relationships among any of our current directors or executive officers. No director or executive officer was appointed as a director or officer of the Company pursuant to any arrangement or understanding with any major shareholder, customer, supplier or other person.

Alejandro Ochoa – President & Chief Executive Officer and Director (Age: 37)

Mr. Ochoa has over 18 years of experience working within the financial services industry. He has worked with such firms as Morgan Stanley, Prudential Securities and Raymond James. Mr. Ochoa currently serves as consultant to Mackie Research Capital Corporation’s Investment Banking Practice with a Latin America focus. Mr. Ochoa is fluent in Spanish and has an understanding of the South American capital markets.

Dedicated to Latin America, his areas of expertise includes mining and energy transactions, capital raisings and strategic asset sales with a focus on Colombia, Mexico, and Peru. He has also covered telecom infrastructure companies from the United States, Argentina, and Colombia. Mr. Ochoa has a Bachelors in Science with a focus in Finance from Florida International University.

Abbey Abdiye, Chief Financial Officer and Corporate Secretary (Age: 43)

Mr. Abdiye has extensive experience in the financial sector in both public and private companies. He has recently served as chief financial officer of the following Canadian public companies: Ceylon Graphite Corp. ( January 20, 2017 to the present), Biomark Diagnostics Inc. (October 30, 2014 to June 2017), Orca Touchscreen Technologies Ltd (from May 4, 2017 to the present), and Crop Infrastructure Corp. (November 15, 2016 to the present).He is also a Chartered Professional Accountant (CPA). As the Company’s Chief Financial Officer, Mr. Abdiye provides leadership and coordination in the administrative, business planning, reporting, and budgeting efforts of the Company. He oversees the Company’s financial reporting, internal controls, corporate governance management systems, annual audit and regulatory compliance matters. He obtained Bachelor of Business Administration degree from Simon Fraser University and a Co-op Education certificate.

Fabio Alexander Vasquez, Director (Age: 51)

Mr. Vasquez, a co-founder of Tower Three and has been engaged in the Florida aviation business for over 25 years. He has been instrumental in the development and expansion of Miami Executive Aviation, a successful luxury charter aviation business which services Latin American clients. Mr. Vasquez is a citizen of Colombia who has decades of experience working in Colombia.

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Robert Horsley, Director (Age: 36)

Mr. Robert “Nick” Horsley has over 10 years of public markets experience focused in finance, investor relations, marketing management and merger & acquisitions. Mr. Horsley has served as a director and a consultant to several public and private companies and has worked in a variety of industries including: consumer goods, energy, mining, oil & gas, nutraceuticals & pharmaceuticals, and technology. He is also a director of Evolving Gold Corp. (since March 15, 2015) and is the chief executive officer of Fortify Resources Inc. (since November 15, 2015), each a CSE listed company.

Brian Gusko, Director (Age: 51)

Mr. Gusko has significant international telecommunication business experience at the highest level. His international experience includes working in Corporate Planning with a Mitsubishi group company in Tokyo, Product Management at a Vodafone spin-off in the Netherlands, and being Managing Director of Palm’s South African wireless affiliate; he helped launched wireless data services in Africa for Palm’s new smart phones. He also was a research associate with the U.S. Department of Commerce at an embassy posting, researching telecom and technology companies. Mr. Gusko held management positions at Telus Advanced Communications, and Telus Planet Internet in Alberta Canada where his portfolio was responsible for the majority of TELUS web hosting and internet traffic, respectively. He is also currently on the Board of Directors of Lomiko Metals and Cloud Nine Education Group, Ltd. Previously he has served on the boards of Robix Alternative Fuels, Inc. (from February 2014 to February 2015), Vodis Pharmaceuticals Inc. (from July 2014 to September 2014) and Arco Resources (from June 2015 to May 2016). Previously he has served as chief financial officer of the following Canadian public companies: UC Resources Ltd. (from August 2007 to August 2009), Vodis Pharmaceuticals Inc. (from July 2014 to November 2015), and First Choice Products Inc. from September 2015 to November 2015).

Octavio De La Espriella, Chief Operating Officer (Age: 51)

Mr. De La Espriella is the Chief Operating Officer of Tower Three. He was formerly the Chief Operating Officer of Continental Towers Company where he helped expand the portfolio to over 200 towers in a two-year period. His role today is the interface of Tower Three with the four principal carriers/operators within Colombia (i.e., Claro, Tigo, Avantel, and Movistar). He has a Bachelor of Science degree in Finance from Colegio de EstudiosSuperiores de Administración CESA.

B. Compensation.

Remuneration and Borrowing

The Company’s Board of Directors (the “Board”) may determine remuneration to be paid to the directors. The Compensation Committee of the Board (the “Compensation Committee”) assists the Board in reviewing and approving the compensation structure for the directors. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of the Company or of any third party.

Compensation of Directors and Executive Officers

In 2017, we paid aggregate cash compensation of approximately $271,255 to our directors and executive officers as a group, which consisted of the following consulting fees paid to each of our Chief Executive Officer and our Chief Financial Officer:

	2017	2016
	$	$
Alejandro Ochoa, Chief Executive Officer	151,200	-
Abbey Abdiye, Chief Financial Officer	120,055	-
Total compensation	271,255	-

The Company also granted a total of 15,695,000 stock options and loan incentive options to our directors and executive officers during the year ended December 31, 2017.

We do not pay or set aside any amounts for pension, retirement or other benefits for our officers and directors.

We provide directors and officer’s liability and company reimbursement insurance to cover all of our directors and officers

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against losses arising from claims we indemnify for. Our current insurance coverage is scheduled to expired on January 24, 2019, and we renewed the insurance upon its expiration

Stock Option Plan

The Board adopted a stock option plan (the “Option Plan”), which was approved by shareholders on May 20, 2016 at the Company’s Annual General Meeting. The purpose of the Option Plan is to provide incentives to attract, retain and motivate executive officers, directors and employees whose present and future contributions are important to the Company. The maximum number of the Company’s shares of common stock reserved for issuance pursuant to stock options granted under the Option Plan will, at any time, be 10% of the number of the Company’s shares of common stock then outstanding. The number of the Company’s shares of common stock that may be issued to any one person shall not exceed 5% of the Company’s total issued and outstanding shares of common stock on a non-diluted basis. The price at which the Company’s shares may be issued under the stock option plan will be determined from time to time by the Board in compliance with the rules and policies of any stock exchange upon which the Company’s shares of common stock are listed. The vesting of options granted under the Option Plan will be determined by the Board at the time of the grant. Options granted under the Option Plan may be exercisable over a maximum period of five years. They will generally have a term of 5 years and vest over four years, 25% on each of the first four anniversaries of the date of grant, provided the optionee is in continuous service to the Company. The Board may amend the terms of the Option Plan from time to time, to the extent permitted by the Option Plan and any rules and policies of any stock exchange on which the Company’s shares of common stock are listed, or terminate it at any time. If the Company accepts any offer to amalgamate, merge or consolidate with any other company (other than a wholly-owned subsidiary) or if holders of greater than 50% of the Company’s shares of commons stock accept an offer made to all or substantially all of the holders of the Company’s shares of common stock to purchase in excess of 50% of our current issued and outstanding shares of commons stock, any then-unvested options will automatically vest in full.

Equity Compensation Plan Information as of December 31, 2017

Plan Category	Column (a)	Column (b)	Column (c)
	Number of securities to	Weighted-average	Number of securities remaining
	be issued upon exercise	exercise price of	available for future issuance
	of outstanding options	outstanding options	under equity compensation plans
Equity compensation plans approved by security holders	4,564,565	$0.28	2,448,004
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	4,564,565	$0.28	2,448,004

The Company does not have any equity compensation plans that were not approved by shareholders.

Employment Agreements

The Company currently does not have any employment agreements with any of its executive officers.

Corporate Governance

Composition of the Board

In order to attempt to facilitate its exercise of independent supervision over management, the Company’s board of directors (the “Board”) has established a goal that the Board be composed of a majority of independent directors. However, because of the Company’s size and limited operating history the Board has not been able to recruit enough candidates for the Board in order to meet this goal. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. In establishing the standard for what qualifies as an independent director, the Board has adopted the independence standard outlined in National Instrument 58-101 – Disclosure of Corporate Governance Practices, which is applicable to Canadian public companies. The Board currently has four directors, of which Mr. Gusko is considered to be independent for the purposes of NI 58-101.

The mandate of the Board is to act in the best interests of the Company and to supervise management. The Board is responsible for approving long-term strategic plans and annual operating budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing

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transactions. Any responsibility which is not delegated to management or to the committees of the Board remains with the Board. The Board meets on a regular basis consistent with the state of the Company’s affairs and also from time to time as deemed necessary to enable it to fulfill its responsibilities.

The Chairman of the Board is Brian Gusko, who is an independent director.

Duties of Directors

Under British Columbia law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interest. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with the Company’s articles. A shareholder has the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our Board include, among others:

• convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

• issuing authorized but unissued Common Shares and redeeming or purchasing outstanding Common Shares;

• declaring dividends and distributions;

• appointing officers and determining the term of office and compensation of officers;

• exercising the borrowing powers of our Company and mortgaging the property of our Company; and

• approving the transfer of Common Shares, including the registering of such Common Shares in our share register.

Position Descriptions

The Board has not developed written position descriptions for the chair or the chair of any Board committees or for the CEO. Given the size of the Company and the existence of only a small number of officers, the Board does not feel that it is necessary at this time to formalize position descriptions in order to delineate their respective responsibilities.

Nomination of Directors

The Company does not have a formal process or committee for proposing new nominees for election to the Board. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members.

Qualification

There is no shareholding qualification for directors.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s technologies, business and industry and on the responsibilities of directors. New directors also receive historical public information about the Company and the mandates of the committees of the Board. Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business. In addition, new directors are encouraged to visit and meet with management on a regular basis and to pursue continuing education opportunities where appropriate.

Assessments

The Board regularly assesses its own effectiveness and the effectiveness and contribution of each Board committee member and director.

Interested Transactions

A director may vote with respect to any contract or transaction in which he or she is interested, provided that the nature of the interest of any director in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

Board Committees

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Our Board has established an Audit Committee and a Compensation Committee.

Audit Committee

The Audit Committee has various responsibilities as set forth in Multilateral Instrument 52-110 (“MI 52-110”). The Audit Committee oversees the accounting and financial reporting practices and procedures of the Company and the audits of the Company’s financial statements. The principal responsibilities of the Audit Committee include: (i) overseeing the quality, integrity and appropriateness of the internal controls and accounting procedures of the Company, including reviewing the Company’s procedures for internal control with the Company’s auditors and Chief Financial Officer; (ii) reviewing and assessing the quality and integrity of the Company’s internal and external reporting processes, its annual and quarterly financial statements and related management discussion and analysis, and all other material continuous disclosure documents; (iii) establishing separate reviews with management and external auditors of significant changes in procedures or financial and accounting practices, difficulties encountered during auditing, and significant judgments made in management's preparation of financial statements; (iv) monitoring compliance with legal and regulatory requirements related to financial reporting; (v) reviewing and pre-approving the engagement of the auditor of the Company and independent audit fees; and (vi) assessing the Company’s accounting policies, and considering, approving, and monitoring significant changes in accounting principles and practices recommended by management and the auditor.

Audit Committee Charter

The Audit Committee Charter is filed as an exhibit to this Form 20-F.

Composition of the Audit Committee

As noted above, the members of the Audit Committee are Alejandro Ochoa, Robert Horsley, and Brian Gusko, of which only Mr. Gusko is considered independent pursuant to NI 52-110. All members of the Audit Committee are considered to be financially literate.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

Please see above for the biographies of Alejandro Ochoa, Robert Horsley, and Brian Gusko.

Pre-Approval Policies on Certain Exemptions

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Company’s auditors have not provided any material non-audit services.

Compensation Committee

The Company current does not have a compensation committee as the Board performs the functions that a compensation committee would normally perform.

D. Employees

As of December 31, 2017 the Company had the following number of employees and contractors:

Location	Full Time Employees	Contractors
Vancouver, British Columbia	0	2

The Company has previously utilized consultants and contractors to carry on many of its activities and, in particular, to supervise and conduct pre-clinical scientific experiments, assay development and validation. Other functions the Company

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have previously decided to outsource include assay development, formulation, clinical trials and manufacturing. As the Company expands its activities, it is probable that it will hire additional employees, especially in connection with its operations upon completion of the Tower three Transaction. .

E. Share Ownership.

The following table sets forth, as of August 20, 2018: (a) the names of each beneficial owner of more than five percent (5%) of our CommonShares known to us, the number of shares of common stock beneficially owned by each such person, and (b) the names of each director and officer, the number of shares our common stock beneficially owned, and the percentage of our common stock so owned, by each such person, and by all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of our common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. Individual beneficial ownership also includes shares of common stock that a person has the right to acquire within 60 days from August 20, 2018. Unless otherwise indicated, the address of the person’s below is the Company’s address at 600-535 Howe Street, Vancouver, BC V6C 2Z4 Canada.

Name and Municipality of Residence and	Common Shares	Percentage of Common	Percentage of
Position	Held	Shares Outstanding(1)	Votes Held
Alejandro Ochoa President, Chief Executive Officer& Director	12,000,000	12.86%	12.86%
Abbey Abdiye, Chief Financial Officer and Corporate Secretary	Nil	Nil	Nil
Fabio Alexander Vasquez Director	12,000,000	12.86%	12.86%
Brian Gusko, Director	2,469,339	2.64%	2.64%
Octavio De La Espriella Chief Operating Officer	Nil	Nil	Nil
Robert Horsley Director	2,760,707	2.96%	2.96%
Directors and Officers as a Group	29,230,046	31.32%	34.05%

(1) Based on 93,339,446 Common Shares outstanding on August 20, 2018.

Item 7. Major Shareholders and Related Party Transactions

A . Major Shareholders.

Please refer to Item 6.E, “Share Ownership”.

B. Related Party Transactions.

The following section outlines the material transactions or loans between our Company and: (a) enterprises that directly or indirectly through one or more intermediaries control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such individual’s family; (d) key management personnel of our Company, including directors and senior management of our company and close members of such individuals’ families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence

During the 2017 fiscal year, the company entered into the following loan agreements with related parties:

• On March 31, 2017, the Company entered into a credit agreement in the amount of $300,000USD with Hugo L. Ochoa, a parent of the Company’s Chief Executive Officer, Alejandro Ochoa. The loan is unsecured, bears interest at 24% per annum and is repayable in 360 days. The Company is also required to pay the entire outstanding loan balance within

31

15 days upon receiving a written demand from the lender. If the loan is not paid on the February 26, 2018 due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the lender. As at March 31, 2018, the loan balance was still outstanding. As a result, for the three months period ended March 31, 2018, the Company incurred interest expense of $22,452 and penalty of $37,941 on this loan payable. Total interest and penalty accrual for this loan as at March 31, 2018 was $131,519 (USD$102,000) (December 31, 2017 - $68,052).

• On June 9, 2017, the Company entered a loan agreement with a director of the Company2017 in the amount of $100,000USD. The loan bore interest at 10% per annum and was discharged on July 25, 2017 with a total interest expense of $1,299;

• On September 27, 2017, the Company entered into a credit agreement in the amount of $300,000USD with Executive Investment Partners, LLC, a company controlled by Fabio Alexander Vasquez, a member of the Company’s board of directors. The loan was unsecured, and had an interest rate of 24% per annum and was repayable in 120 days. The Company was also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the lender. If the loan is not paid on the due date, the Company would have been required to pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the lender. As at March 31, 2018, the loan balance was still outstanding. As a result, for the three months period ended March 31, 2018, the Company incurred interest expense of $22,452 and penalty of $37,941 on this loan payable. Total interest and penalty accrual for this loan as at March 31, 2018 was $85,736 (USD$66,493) (December 31, 2017 - $23,509);

• On October 1, 2017, the Company entered into a credit agreement in the amount of $200,000USD with Hugo Ochoa, the parent of the Company’s CEO, Alejandro Ochoa. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the lender. As at March 31, 2018, the loan balance was still outstanding. As a result, for the three months period ended March 31, 2018, the Company incurred interest expense of $14,969 and penalty of $25,294 on this loan payable. Total interest and penalty accrual for this loan as at March 31, 2018 was $51,223 (USD$39,726) (December 31, 2017 - $45,368).

• On October 12, 2017, the Company entered into a credit agreement in the amount of $150,00USD with HLG Investments LLC, a company controlled by Fabio Alexander Vasquez, a member of the Company’s board of directors. The loan is unsecured, bears interest at 24% per annum and is repayable in 120 days. In addition, the Company also granted 150,000 stock options to the lender. As at March 31, 2018, the loan balance was still outstanding. As a result, for the three months period ended March 31, 2018, the Company incurred interest expense of $11,227 and penalty of $18,971 on this loan payable. Total interest and penalty accrual for this loan as at March 31, 2018 was $77,417 (USD$60,041) (December 31, 2017 - $9,898).

As at December 31, 2017 and December 31, 2016, the Company has the following balances with the related parties discussed above:

	2017	2016
Due to related parties:	$	$
Amounts owing to company controlled by Fabio Alexander Vasquez	598,847	545,857
Amounts owing to the parent of the CEO	741,803	69,665
	1,340,650	615,522

The $615,522 and $1,340,650 due to related parties as at December 31, 2016 and December 31, 2017, respectively consisted of the short-term loans discussed above, the proceeds of which were used to fund the construction of our cellular towers in Columbia and Argentina.

These short-term loans were all unsecured, interest bearing and payable on demand.

C . Interests of Experts and Counsel.

Not applicable.

Item 8. Financial Information

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A. Consolidated Statements and Other Financial Information

The consolidated financial statements of the Company included with this Form 20-F have been prepared in compliance with International Financial Reporting Standards, as adopted by the International Accounting Standards Board. See “Item 18: Financial Statements”.

Legal Proceedings

We are not involved in any legal actions or claims and to our knowledge no such actions or claims are pending.

Dividend Distributions

We did not declare or pay any dividends to our shareholders in 2017. The actual timing, payment and amount of dividends paid on our Common Shares is determined by our Board, based upon things such as our cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and such other business considerations as our Board considers relevant.

B. Significant Changes

Please refer to “Item 4: Information on the Company – A. History and Development of the Company” for a discussion of significant events that have occurred after December 31, 2017.

Item 9. The Offer and Listing

A. Offer and Listing Details

The Company’s Common Shares are listed for trading on the CSE under the symbol of “TO”.

The high and low sale prices on the CSE of our Common Sharesfor the five most recent full financial years:

Year Ended	High Sales Price	Low Sales Price
2013	$0.16	$0.04
2014	$0.08	$0.02
2015	$0.04	$0.01
2016	$0.45	$0.08
2017	$0.51	$0.19

The quarterly high and low sales prices on the CSE for our Common Shares for the two most recently completed full financial years and any subsequent quarters are:

Quarters Ended	High Sales Price		Low Sales Price
March 31, 2016	$	0.45	$	0.08
June 30, 2016	$	0.19	$	0.10
September 30, 2016	$	0.35	$	0.10
December 31, 2016	$	0.40	$	0.37
March 31, 2017	$	0.51	$	0.35
June 30, 2017	$	0.385	$	0.19
September 30, 2017	$	0.30	$	0.205
December 31, 2017	$	0.375	$	0.23
March 31, 2018	$	0.265	$	0.19
June 30, 2018	$	0.265	$	0.15

The monthly high and low sales prices on the CSE of our Common Shares for the six most recent months are:

Month High Sales Price Low Sales Price

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February 2018	$	0.245	$	0.20
March 2018	$	0.27	$	0.165
April 2018	$	0.26	$	0.175
May 2018	$	0.19	$	0.17
June 2018	$	0.175	$	0.15
July 2018	$	0.165	$	0.14

On August 21, 2018, the closing price of our Common Shares was $0.13 per share

The transfer of our shares of common stock is managed by our transfer agent, Computershare Trust Company of Canada.

B. Plan of Distribution

Not applicable.

C. Markets

The Company’s shares of Common Stock are currently traded on the CSE under the symbol “TO”, the Frankfort Stock Exchange under the symbol “1PSN” and are quoted on the OTC Pink Sheets under the symbol “TOWTF”.

D. Selling Shareholders

Not applicable.

E. Dilution

Not Applicable.

F. Expense of the Issue

Not Applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We are organized under the laws of the Province of British Columbia, Canada and have been assigned the numberBC1056802.

Our Articles do not contain a description of our objects and purposes.

Our Articles do not restrict a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested, vote on compensation to themselves or any other members of their body in the absence of an independent quorum or exercise borrowing powers. There is no mandatory retirement age for our directors and our directors are not required to own securities of our company in order to serve as directors.

Our authorized capital consists of an unlimited number of Class A common shares without par value.The holders of Common Shares are entitled to vote at all meetings of the Company’s shareholders, to receive dividends, if, as and when declared by the Board, and, subject to the rights of holders of any shares ranking in priority to, or on parity with the Common Shares, to participate ratably in any distribution of property or assets upon the liquidation, winding-up, or other dissolution of the Company. The Common Shares are not subject to any future call or assessments and do not have any pre-emptive rights or redemption rights.

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There are no limitations specific to the rights of non-Canadians to hold or vote our common shares under the laws of Canada or British Columbia, or in our charter documents.

Our Articles provide for the election of directors at each annual general meeting. Each director holds office until the next annual general meeting of our shareholders or until his successor is elected or appointed, unless his office is earlier vacated in accordance with our Articles or with the provisions of the BCBCA.

An annual meeting of shareholders must be held at such time in each year that is not later than 15 months after the last preceding annual meeting and at such place as our Board may from time to time determine. The quorum for the transaction of business at any meeting of shareholders is two persons who are entitled to vote at the meeting in person or by proxy and who hold in aggregate at least 5% of the issued shares entitled to be voted at the meeting. Only persons entitled to vote, our directors and auditors and others who, although not entitled to vote, are otherwise entitled or required to be present, are entitled to be present at a meeting of shareholders.

Other than not specifically providing a mechanism for shareholders to call a special meeting, our Articles do not contain any provisions that would have an effect of delaying, deferring or preventing a change in control of our Company. Our Articles also do not contain any provisions that would operate only with respect to a merger, acquisition or corporate restructuring of our Company.

Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.

Our Articles are not significantly different from the requirements of the BCBCA and the conditions imposed by our Articles governing changes in capital are not more stringent than what is required by the BCBCA.

C. Material Contracts

Except for contracts entered into by the Company in the ordinary course of business, the only material contracts entered into by the Company in the previous two years are the following:

(a)	On October 19, 2016, the Company entered into the Tower Three Agreement to acquire all of the issued and outstanding securities of Tower Three. Pursuant to the terms of the Tower Three Agreement, the Company acquired 100% of the securities of Tower Three from the shareholders of Tower Three, by issuing 30,000,000 Common Shares to the shareholders of Tower Three on a pro rate basis. These Common Shares were to be held in escrow pursuant to the terms of an escrow agreement which provided they were to subject to the following escrow restrictions: (i) restrictions based on certain performance milestones; (ii) time-based release restrictions prescribed under Canadian securities laws, and (iii) voluntary escrow restrictions;
(b)	On April 18, 2016, the Company entered the Arrangement Agreement(as amended on April 21, 2016) in order to effect the Arrangement under the BCBCA. The Arrangement Agreement provided that Cabbay was to issue,379,887 common shares to the Company’s shareholders on a pro-rata basis in exchange for a special class of reorganization shares of the Company held by shareholders of the Company, the transfer of the Forge Agreement to Cabbay and the assignment of $435,360 of the Company’s debt to Cabbay.
(c)	On March 21, 2016,the Company entered a settlement agreement with Howe and Bay Financial Corp. (“Howe”) pursuant to which 666,666 Common Shares were to be issued to Howe in exchange for the release of monies owing to Howe for consulting services previously provided by Howe to the Company.
(d)	On March 31, 2017, the Company entered into a credit agreement in the amount of USD$300,000 with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 360 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $68,052 interest expense on this loan payable.

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(e)	On March 30, 2017, the Company's wholly-owned subsidary, Tower 3SA, entered into a Share Purchase Offer Agreement with the shareholders of Evotech to acquire 65% ownership interest in Evotech. Evotech is a private company incorporated under the laws of Argentina.
(f)	On September 27, 2017, the Company entered into a credit agreement in the amount of USD$300,000 with a company controlled by a director of the Company. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. The loan balance was fully repaid on January 25, 2018.Previously, the Company entered into a loan agreement with the same party on June 9, 2017 in the amount of $125,450 (USD$100,000). The loan bore interest at 10% per annum and was discharged on July 25, 2017 with a total interest expense of $1,299.
(g)	On October 1, 2017, the Company entered into a credit agreement in the amount of USD$200,000 with the parent of the Company’s Chief Executive Officer. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the lender. During the year ended December 31, 2017, the Company incurred $45,368 interest expense on this loan payable.
(h)	On October 12, 2017, the Company entered into a credit agreement in the amount of USD$150,000 with a company controlled by a director of the Company. The loan was drawn down October 26, 2017. The loan is unsecured, bears interest at 24% per annum and is repayable in 120 days. During the year ended December 31, 2017, the Company incurred $9,898 interest expense on this loan payable. In addition, the Company also granted 150,000 stock options to the lender.
(i)	On October 18, 2017, the Company entered into an escrow agreement with the shareholders of TCTS to acquire a 70% ownership interest in TCTS. To obtain the 70% ownership interest, the Company committed to operate the business, manage its financial affairs. No cash or equity consideration was provided for this acquisition.
(j)	On March 23, 2018, the Company entered into an acquisition agreement with Comercializadora Mexmaken S.A de C.V, a Mexican-based private tower company. In consideration for the acquisition which was completed on May 18, 2018, the Company issued 7,500,000 Common Shares at $0.185 per share for an aggregate value of $1,387,500. Following completion of the acquisition, the Company now owns 90% of the issued and outstanding share capital of Comercializadora Mexmaken, which has become a subsidiary of the Company.

D. Exchange Controls

There are no laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of our shares of Common Stock.

E. Taxation

Canada

Canadian Federal Income Tax Information for United States Residents

The following is a discussion of material Canadian federal income tax considerations generally applicable to holders of our common shares who, for purposes of the Income Tax Act (Canada) and the regulations thereunder, or the Canadian Tax Act:

• deal at arm’s length and are not affiliated with us;

• hold such shares as capital property;

• do not use or hold (and will not use or hold) and are not deemed to use or hold our common shares, in or in the course of carrying on business in Canada;

• have not been at any time residents of Canada; and

• are, at all relevant times, residents of the United States, or U.S. Residents, under the Canada-United States Income Tax Convention (1980), or the Convention.

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TAX MATTERS ARE VERY COMPLICATED AND THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL DEPEND UPON THE STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES.

THIS DISCUSSION DOES NOT INCLUDE A DESCRIPTION OF THE TAX LAWS OF ANY PROVINCE OR TERRITORY WITHIN CANADA. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES OF PURCHASING, OWNING OR DISPOSING OF OUR COMMON SHARES ARISING UNDER CANADIAN FEDERAL, CANADIAN PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S. STATE OR LOCAL TAX LAWS OR TAX LAWS OF JURISDICTIONS OUTSIDE THE UNITED STATES OR CANADA.

This summary is based on the current provisions of the Canadian Income Tax Act, proposed amendments to the Canadian Income Tax Act publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”), and the provisions of the Convention as in effect on the date hereof. No assurance can be given that the Proposed Amendments will be entered into law in the manner proposed, or at all. No advance income tax ruling has been requested or obtained from the Canada Revenue Agency to confirm the tax consequences of any of the transactions described herein.

This summary is not exhaustive of all possible Canadian federal income tax consequences for U.S. Residents, and other than the Proposed Amendments, does not take into account or anticipate any changes in law, whether by legislative, administrative, governmental or judicial decision or action, nor does it take into account Canadian provincial, U.S. or foreign tax considerations which may differ significantly from those discussed herein. No assurances can be given that subsequent changes in law or administrative policy will not affect or modify the opinions expressed herein.

A U.S. Resident will not be subject to tax under the Canadian Tax Act in respect of any capital gain on a disposition of our common shares unless such shares constitute “taxable Canadian property”, as defined in the Canadian Tax Act, of the U.S. Resident and the U.S. Resident is not eligible for relief pursuant to the Convention. Our common shares will not constitute “taxable Canadian property” if, at any time during the 60-month period immediately preceding the disposition of the common shares, the U.S. Resident, persons with whom the U.S. Resident did not deal at arm’s length, or the U.S. Resident together with all such persons, did not own 25% or more of the issued shares of any class or series of shares of our capital stock.In addition, the Convention generally will exempt a U.S. Resident who would otherwise be liable to pay Canadian income tax in respect of any capital gain realized by the U.S. Resident on the disposition of our common shares, from such liability provided that the value of our common shares is not derived principally from real property situated in Canada, Canadian Resource Property and Canadian Timber Resource Property. However, where the US resident and purchaser are related the purchaser must generally report the transaction to the Canada Revenue Agency within 30 days of the transaction date to benefit from the Convention. The Convention may not be available to a U.S. Resident that is a U.S. LLC which is not subject to tax in the U.S.

Amounts in respect of our common shares paid or credited or deemed to be paid or credited as, on account or in lieu of payment of, or in satisfaction of, dividends to a U.S. Resident will generally be subject to Canadian non-resident withholding tax at the rate of 25%. Currently, under the Convention the rate of Canadian non-resident withholding tax will generally be reduced to:

• 5% of the gross amount of dividends if the beneficial owner is a company that is resident in the U.S. and that owns at least 10% of our voting shares; or

• 15% of the gross amount of dividends if the beneficial owner is some other resident of the U.S.

Generally, the Convention does not apply to US resident LLC’s that are fiscally transparent. However, the Convention may apply to afford reduced withholding tax rates on dividends attributed to a US resident member of a US resident fiscally transparent LLC to the extent of the dividend being consider to have been received by that member.

United States Federal Income Tax Information for United States Holders.

The following is a general discussion of material U.S. federal income tax consequences of the ownership and disposition of our Common Shares by U.S. Holders (as defined below). This discussion is based on the United States Internal Revenue

37

Code of 1986, as amended, Treasury regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect at the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion only addresses the tax consequences for U.S. Holders that will hold their common shares as a “capital asset” and does not address U.S. federal income tax consequences that may be relevant to particular U.S. Holders in light of their individual circumstances or U.S. Holders that are subject to special treatment under certain U.S. federal income tax laws, such as:

• tax-exempt organizations and pension plans;

• persons subject to alternative minimum tax;

• banks and other financial institutions;

• insurance companies;

• partnerships and other pass-through entities (as determined for United States federal income tax purposes);

• broker-dealers;

• persons who hold their common shares as a hedge or as part of a straddle, constructive sale, conversion transaction, and other risk management transaction; and

• persons who acquired their common shares through the exercise of employee stock options or otherwise as compensation.

As used herein, the term “U.S. Holder” means a beneficial owner of our common shares that is:

• an individual citizen or resident of the United States;

• a corporation, a partnership or entity treated as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any political subdivision thereof;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; and

• a trust if both: a United States court is able to exercise primary supervision over the administration of the trust; and one or more United States persons have the authority to control all substantial decisions of the trust.

TAX MATTERS ARE VERY COMPLICATED AND THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL DEPEND UPON THE STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.

NOTE THAT THIS DISCUSSION DOES NOT INCLUDE A DESCRIPTION OF THE TAX LAWS OF ANY STATE OR LOCAL GOVERNMENT WITHIN THE UNITED STATES. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS ABOUT THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES.

Ownership of Shares

The gross amount of any distribution received by a U.S. Holder with respect to our common shares generally will be included in the U.S. Holder’s gross income as a dividend to the extent attributable to our current and accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s shares, the remainder will be taxed as capital gain (the taxation of capital gain is discussed under the heading “Sale of Shares” below).

For taxable years beginning before January 1, 2009, dividends received by non-corporate U.S. Holders from a qualified foreign corporation are taxed at the same preferential rates that apply to long-term capital gains. A foreign corporation is a “qualified foreign corporation” if it is eligible for the benefits of a comprehensive income tax treaty with the United States (the income tax treaty between Canada and the United States is such a treaty) or the shares with respect to which such dividend is paid is readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market). Notwithstanding satisfaction of one or both of these conditions, a foreign corporation is not a qualified foreign corporation if it is a passive foreign investment company (“PFIC”) for the taxable year of the corporation in which the dividend is paid or the preceding taxable year. (Whether a foreign corporation is a PFIC is discussed below under the heading “Passive Foreign Investment Companies”). A foreign corporation that is a PFIC for any taxable year within a U.S. person’s holding period generally is treated as a PFIC for all subsequent years in the U.S. person’s holding period. Although we have

38

not been, are not now, and do not expect to be a PFIC, and we don’t expect to pay dividends, you should be aware of the following matters in the event that we do become a PFIC and do pay dividends.

If we were to become a PFIC, then U.S. Holders who acquire our common shares may be treated as holding shares of a PFIC throughout their holding period for the purpose of determining whether dividends received from us are dividends from a qualified foreign corporation. As a consequence, dividends received by U.S. Holders may not be eligible for taxation at the preferential rates applicable to long-term capital gains.

If a distribution is paid in Canadian dollars, the U.S. dollar value of such distribution on the date of receipt is used to determine the amount of the distribution received by a U.S. Holder. A U.S. Holder who continues to hold such Canadian dollars after the date on which they are received, may recognize gain or loss upon their disposition due to exchange rate fluctuations. Generally such gains and losses will be ordinary income or loss from U.S. sources.

U.S. Holders may deduct Canadian tax withheld from distributions they receive for the purpose of computing their U.S. federal taxable income (or alternatively a credit may be claimed against the U.S. Holder’s U.S. federal income tax liability as discussed below under the heading “Foreign Tax Credit”). Corporate U.S. Holders generally will not be allowed a dividend received deduction with respect to dividends they receive from us.

Foreign Tax Credit

Generally, the dividend portion of a distribution received by a U.S. Holder will be treated as income in the passive income category for foreign tax credit purposes. Subject to a number of limitations, a U.S. Holder may elect to claim a credit against its U.S. federal income tax liability (in lieu of a deduction) for Canadian withholding tax deducted from its distributions. The credit may be claimed only against U.S. federal income tax attributable to a U.S. Holder’s passive income that is from foreign sources.

If we were to become a qualified foreign corporation with respect to a non-corporate U.S. Holder, dividends received by such U.S. Holder will qualify for taxation at the same preferential rates that apply to long-term capital gains. In such case, the dividend amount that would otherwise be from foreign sources is reduced by multiplying the dividend amount by a fraction, the numerator of which is the U.S. Holder’s preferential capital gains tax rate and the denominator of which is the U.S. Holder’s ordinary income tax rate. The effect is to reduce the dividend amount from foreign sources, thereby reducing the U.S. federal income tax attributable to foreign source income against which the credit may be claimed. Canadian withholding taxes that cannot be claimed as a credit in the year paid may be carried back to the preceding year and then forward 10 years and claimed as a credit in those years, subject to the same limitations referred to above.

The rules relating to the determination of the foreign tax credit are very complex. U.S. Holders and prospective U.S. Holders should consult their own tax advisors to determine whether and to what extent they would be entitled to claim a foreign tax credit.

Sale of Shares

Subject to the discussion of the “passive foreign investment company” rules below, a U.S. Holder generally will recognize capital gain or loss upon the sale of our shares equal to the difference between: (a) the amount of cash plus the fair market value of any property received; and (b) the U.S. Holder’s adjusted tax basis in such shares. This gain or loss generally will be capital gain or loss from U.S. sources, and will be long-term capital gain or loss if the U.S. Holder held its shares for more than 12 months. Generally, the net long-term capital gain of a non-corporate U.S. Holder from the sale of shares is subject to taxation at a top marginal rate of 15%. A Capital gain that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to certain limitations.

Passive Foreign Investment Companies

We will be a PFIC if, in any taxable year either: (a) 75% or more of our gross income consists of passive income; or (b) 50% or more of the value of our assets is attributable to assets that produce, or are held for the production of, passive income. Subject to certain limited exceptions, if we meet the gross income test or the asset test for a particular taxable year, our shares held by a U.S. Holder in that year will be treated as shares of a PFIC for that year and all subsequent years in the U.S. Holder’s holding period, even if we fail to meet either test in a subsequent year.

If we were a PFIC in the future, gain realized by a U.S. Holder from the sale of PFIC Shares and certain dividends received on such shares would be subject to tax under the excess distribution regime, unless the U.S. Holder made one of the elections discussed below. Under the excess distribution regime, federal income tax on a U.S. Holder’s gain from the sale of PFIC

39

Shares would be calculated by allocating the gain ratably to each day the U.S. Holder held its shares. Gain allocated to years preceding the first year in which we were a PFIC in the U.S. Holder’s holding period, if any, and gain allocated to the year of disposition would be treated as gain arising in the year of disposition and taxed as ordinary income. Gain allocated to all other years would be taxed at the highest tax rate in effect for each of those years. Interest for the late payment of tax would be calculated and added to the tax due for each of the PFIC Years, as if the tax was due and payable with the tax return filed for that year. A distribution that exceeds 125% of the average distributions received on PFIC Shares by a U.S. Holder during the 3 preceding taxable years (or, if shorter, the portion of the U.S. Holder’s holding period before the taxable year) would be taxed in a similar manner.

A U.S. Holder may avoid taxation under the excess distribution regime by making a qualified electing fund (“QEF”) election. For each year that we would meet the PFIC gross income test or asset test, an electing U.S. Holder would be required to include in gross income, its pro rata share of our net ordinary income and net capital gains, if any. The U.S. Holder’s adjusted tax basis in our shares would be increased by the amount of such income inclusions. An actual distribution to the U.S. Holder out of such income generally would not be treated as a dividend and would decrease the U.S. Holder’s adjusted tax basis in our shares. Gain realized from the sale of our shares covered by a QEF election would be taxed as a capital gain. U.S. Holders will be eligible to make QEF elections, only if we agree to provide to the U.S. Holders, which we do, the information they will need to comply with the QEF rules. Generally, a QEF election should be made by the due date of the U.S. Holder’s tax return for the first taxable year in which the U.S. Holder held our shares that includes the close of our taxable year for which we met the PFIC gross income test or asset test. A QEF election is made on IRS Form 8621.

A U.S. Holder may also avoid taxation under the excess distribution regime by timely making a mark-to-market election. An electing U.S. Holder would include in gross income the increase in the value of its PFIC Shares during each of its taxable years and deduct from gross income the decrease in the value of its PFIC Shares during each of its taxable years. Amounts included in gross income or deducted from gross income by an electing U.S. Holder are treated as ordinary income and ordinary deductions from U.S. sources. Deductions for any year are limited to the amount by which the income inclusions of prior years’ exceed the income deductions of prior years. Gain from the sale of PFIC Shares covered by an election is treated as ordinary income from U.S. sources while a loss is treated as an ordinary deduction from U.S. sources only to the extent of prior income inclusions. Losses in excess of such prior income inclusions are treated as capital losses from U.S. sources. A mark-to-market election is timely if it is made by the due date of the U.S. Holder’s tax return for the first taxable year in which the U.S. Holder held our shares that includes the close of our taxable year for which we met the PFIC gross income test or asset test. A mark-to-market election is also made on IRS Form 8621.

As noted above, a PFIC is not a qualified foreign corporation and hence dividends received from a PFIC are not eligible for taxation at preferential long-term capital gain tax rates. Similarly, ordinary income included in the gross income of a U.S. Holder who has made a QEF election or a market-to-market election, and dividends received from corporations subject to such election, are not eligible for taxation at preferential long-term capital gain rates. The PFIC rules are extremely complex and could, if they apply, have significant, adverse effects on the taxation of dividends received and gains realized by a U.S. Holder. Accordingly, prospective U.S. Holders are strongly urged to consult their tax adviser concerning the potential application of these rules to their particular circumstances.

Controlled Foreign Corporation

Special rules apply to certain U.S. Holders that own stock in a foreign corporation that is classified as a “controlled foreign corporation” (“CFC”). We do not expect to be classified as a CFC. However, future ownership changes could cause us to become a CFC. Prospective U.S. Holders are urged to consult their tax advisor concerning the potential application of the CFC rules to their particular circumstances.

Information Reporting and Backup Withholding

United States information reporting and backup withholding requirements may apply with respect to distributions to U.S. Holders, or the payment of proceeds from the sale of shares, unless the U.S. Holder: (a) is an exempt recipient (including a corporation); (b) complies with certain requirements, including applicable certification requirements; or (c) is described in certain other categories of persons. The backup withholding tax rate is currently 28%. Any amounts withheld from a payment to a U.S. Holder under the backup withholding rules may be credited against any U.S. federal income tax liability of the U.S. Holder and may entitle the U.S. Holder to a refund.

F. Dividends and Paying Agents

Not applicable.

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G. Statements by Experts

Not applicable.

H. Documents on Display

Not applicable.

I. Subsidiary Information

Not applicable

Item 11. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to changes in market prices, including interest rates and foreign exchange rates, of financial instruments that may adversely impact our consolidated financial position, results of operations or cash flows.

Inflation-related risks

We do not believe that inflation has had a material impact on our revenues or income over the past two fiscal years. However, increases in inflation could result in increases in our expenses, which may not be readily recoverable in the price of goods or services provided to our clients. To the extent that inflation results in rising interest rates and has other adverse effects on capital markets, it could adversely affect our financial position and profitability.

Financial Instruments and Risk

Fair values

The Company’s financial instruments include cash, amounts receivable, bank indebtedness, accounts payable, due to related parties and loans payable. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature.

The following table summarizes the carrying values of the Company’s financial instruments:

	2017	2016
	$	$
Financial assets at fair value through profit or loss (i)	284,225	9,864
Loans and receivables (ii)	90,940	-
Other financial liabilities (iii)	2,244,992	70,406

(i)	Cash
(ii)	Amounts receivable and due from related party
(iii)	Bank indebtedness, accounts payable, due to related parties and loans payable

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The Company provides information about financial instruments that are measured at fair value, grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair value are observable.

• Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

• Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.

The Company’s cash is measured using level 1 fair value measurements.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. To minimize the credit risk the Company places cash with high credit quality financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company’s ability to collect its revenue in a timely manner, continuous support from shareholders and investors and maintain sufficient cash on hand. As at December 31, 2017, the Company is not subject to significant liquidity risk.

Currency Risk

The Company generates revenues and incurs expenses and capital expenditures in Canada, Colombia, Argentina and USA and is exposed to the resulting risk from changes in foreign currency exchange rates. Some administrative and head office related expenses are incurred in Canada. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risks. A significant change in the currency exchange rates between the Canadian dollar relative to the Colombia Peso, Argentina Peso or US dollars could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

At December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

		Evotech		Innervision
	Tower Three	Argentinian	TCTS	Colombian peso
	Colombian Peso	Peso	US Dollar		Total
	$	$	$	$	$
Cash	920	41,801	5,339	-	48,060
Line of credit	-	-	(48,096)	-	(48,096)
Accounts receivable	1,164	16,160	-	-	17,324
Accounts payable	(80,868)	(472,181)	-	-	(553,049)
Due to related parties	(1,340,650)	-	-	-	(1,340,650)
				-
	(1,419,434)	(414,220)	5,339		(1,828,315)

As at December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three
	Colombian Peso
	$
Cash	9,864
Due to related parties	(21,151)
	(11,758)

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Interest Rate Risk

Risk Interest rate risk is the risk that future cash flows of the Company’s assets and liabilities can change due to a change in interest rates. Loans payable have a fixed interest rate of 24%, and cash earns interest at a nominal rate. The Company is not exposed to significant interest rate risk.

Other Price Risk

The Company is not subject to other price risk.

Item 12. Description of Securities Other Than Equity Securities

Not applicable.

Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934). Our principal executive and financial officers supervised and participated in this evaluation. Based on this evaluation, our principal executive and financial officers each concluded that our disclosure controls and procedures were effective in timely alerting them to material information required to be included in our periodic reports to the Securities and Exchange Commission. The design of any system of controls is based in part upon various assumptions about the likelihood of future events, and there can be no assurance that any of our plans, products, services or procedures will succeed in achieving their intended goals under future conditions.

Changes in Internal Control

There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15f and 15d-15(f) of the Securities Exchange Act of 1934) that occurred during the period covered by this report that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management assessed the

43

effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on our assessment and the criteria discussed above, management believes that, as of December 31, 2017, the Company maintained effective internal control over financial reporting.

Item 16A. Audit Committee Financial Experts

Our Board has determined that Brian Gusko qualifies as an “audit committee financial expert” and is “independent”, as such terms are used in Section 303A.02 of the NYSE Listed Company Manual.

Item 16B. Code of Ethics

The Board has approved a Code of Business Conduct and Ethics (the “Code”), which is filed herewith as an exhibit to this Form 20-F to be followed by the Company’s directors, officers, employees and principal consultants and those of its subsidiaries. The Code is also to be followed, where appropriate, by the Company’s agents and representatives, including consultants where specifically required. The purpose of the Code is to, among other things, promote honest and ethical conduct, avoid conflicts of interest, protect confidential or proprietary information and comply with the applicable government laws and securities rules and regulations. The Board does not actively monitor compliance with the Code, but requires prompt notification of apparent or actual breaches so that it may investigate and take action. The Code has been circulated to all employees.

Item 16C. Principal Accountant Fees and Services

The following table presents fees for professional audit services for the audit of the Company’s annual financial statements by Manning Elliott LLP for fiscal year 2017 and 2016 and fees billed for other services rendered during 2017 and 2016.

	Fiscal 2017		Fiscal 2016
Type of Service/Fee
Audit Fees (1)	$	85,000	$	32,000
Audit Related Fees (2)	$	-	$	-
Tax Fees (3)	$	-	$	-
All Other Fees	$	-	$	-

(1) Audit Fees consist of fees for professional services rendered for the audit of the company's consolidated financial statements included in its Annual Report on 20-F, the review of the interim financial statements included in its reports filed with the Canadian securities regulators, and for the services that are normally provided in connection with regulatory filings or engagements.

(2) Includes fees associated with assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. This category includes fees related to consultation regarding generally accepted accounting principles.

(3) Tax Fees consist of fees for tax compliance, tax advice and tax planning. The fee includes the preparation of the Company's income tax returns, franchise tax reports, and other tax filings.

Although our Audit Committee currently does not have a formal policy in place to pre-approve all audit and non-audit services provided by our independent auditor and the fees for such non-audit services, the Company's audit committee has adopted a policy to review on an annual basis the performance, objectivity and independence of our independent auditor.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Company and Affiliated Purchasers

None.

44

Item 16F. Change in Registrant’s Certifying Accountant

On March 9, 2017, the Company’s former auditor Davidson & Company LLP resigned at the Company’s request.

Resignation of Davidson & Company LLP

Upon mutual agreement, Davidson & Company LLP, resigned as our principal accountant effective March 9, 2017 and we appointed Manning Elliott LLP as our independent registered public accounting firm for the year ended December 31, 2017. Our Audit Committee and Board considered and approved the decision to change accountants.

The audit report of Davidson & Company LLP on our financial statements for the fiscal years ended December 31, 2016 prepared in accordance with IFRS did not contain an adverse opinion, a disclaimer of opinion, a modification or a qualification.

During our most recent fiscal year and any subsequent interim period preceding such resignation, there were no disagreements with Davidson & Company LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Davidson & Company LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its report.

None of the following events occurred within our two most recent fiscal years and any subsequent interim period preceding Davidson & Company LLP’s resignation:

(A)	Davidson & Company LLP advised us that the internal controls necessary for us to develop reliable financial statements did not exist;
(B)	Davidson & Company LLP advised us that information came to Davidson & Company LLP’s attention that has led it to no longer be able to rely on our management’s representations, or that had made it unwilling to be associated with the financial statements prepared by our management;
(C)	Davidson & Company LLP advised us of the need to expand significantly the scope of its audit, or that information came to Davidson & Company LLP’s attention during our two most recent fiscal years and any subsequent interim period, that if further investigated may:

(i)

materially impact the fairness or reliability of either: a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that may prevent it from rendering an unqualified audit report on those financial statements); or

(ii)

cause it to be unwilling to rely on our management’s representations or be associated with our financial statements; and

due to Davidson & Company LLP’s resignation (due to audit scope limitations or otherwise), or for any other reason, Davidson & Company LLP did not so expand the scope of its audit or conduct such further investigation; or

(D)   Davidson & Company LLP advised us that information came to Davidson & Company LLP’s attention that it had concluded materially impacts the fairness or reliability of either:

(i)	a previously issued audit report or the underlying financial statements, or
(ii)	the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to Davidson & Company LLP’s satisfaction, would prevent it from rendering an unqualified audit report on those financial statements); and

due to Davidson & Company LLP’s resignation (due to audit scope limitations or otherwise), or for any other reason, the issue had not been resolved to Davidson & Company LLP’s satisfaction prior to its resignation.

Appointment of Manning Elliott LLP

Our board of directors appointed Manning Elliott LLP to be our principal accountant effective March 9, 2017.

We did not consult Manning Elliott LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.

Item 16G. Corporate Governance

Not applicable.

45

Item 16H. Mine Safety Disclosure

Not applicable.

46

Part III

Item 17. Financial Statements

In lieu of responding to this item, we have responded to Item 18 of this annual report.

Item 18. Financial Statements

The Company’s audited financial statements for fiscal year ended December 31, 2017as required under Item 18 are attached hereto starting on page F-1 of this Form 20-F. All of the financial information is presented herein in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Item 19. Exhibits

Exhibit	Description of Exhibit
Number
1.1	Articles of the Company.*
1.2	Notice of Articles dated September 12, 2005 of the Company.*
1.3	Certificate of Change of Name dated December 28, 2016*
4.1	Stock Option Plan.*
4.2	Asset Purchase Agreement between Forge Therapeutics Inc. and the Company, dated July 23, 2015.*
4.3	The Arrangement Agreement between the Company and Cabbay Holdings Corp. dated April 18, 2016 and amended on April 21, 2016.*
4.4	Share Exchange Agreement dated October 19, 2016, between the Company, Tower Three SAS, and the shareholders of Tower Three SAS.*
4.5	Credit Agreement dated March 31, 2017.
4.6	Share Purchase Offer Agreement dated March 30, 2017, between Tower 3 SA and Evolution Technology SA.
4.7	Credit Agreement dated September 27, 2017.
4.8	Credit Agreement dated October 1, 2017.
4.9	Credit Agreement dated October 12, 2017.
4.10	Escrow Agreement dated October 18, 2017 between Tower One Wireless Corp. and certain shareholders of Tower Construction & Technical Services, Inc.
4.11	Acquisition Agreement dated March 23, 2018.
8.1	List of significant subsidiaries of the Company as of August 21, 2018.
11.1	Code of Business Conduct and Ethics.*
12.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1	Letter dated August 23, 2018 by Davidson & Company LLP Chartered Professional Accountants as required

47

	by Item 16F of Form 20-F
15.2	Audit Committee Charter*

*Filed with previous Form 20-Fs

48

SIGNATURE

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

	TOWER ONE WIRELESS CORP.
Date: August 23, 2018	By: /s/ Alejandro Ochoa
	Name: Alejandro Ochoa
	Title: Chief Executive Officer
	By: /s/ Abbey Abdiye
	Name: Abbey Abdiye
	Title: Chief Financial Officer

49

TOWER ONE WIRELESS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2017, 2016 and for the period from
incorporation to December 31, 2015
(Expressed in Canadian Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Tower One Wireless Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Tower One Wireless Corp. which comprise the consolidated statements of financial position as at December 31, 2017 and 2016, and the statements of comprehensive loss, changes in equity and cash flows for the years ended December 31, 2017 and 2016, and the period from incorporation to December 31, 2015, and the related notes comprising a summary of significant accounting policies and other explanatory information.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Tower One Wireless Corp. as at December 31, 2017 and 2016, and its financial performance and its cash flows for the years ended December 31, 2017 and 2016, and the period from incorporation to December 31, 2015, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the PCAOB. Those standards require that we comply with ethical requirements, and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Those standards also require that we comply with ethical requirements. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Further, we are required to be independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada and to fulfill our other ethical responsibilities in accordance with these requirements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained based on our audits is sufficient and appropriate to provide a basis for our audit opinion.

/s/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia

April 30, 2018

We have served as the Company’s auditor since 2016.

TOWER ONE WIRELESS CORP.

Consolidated Statements of Financial Position

As at December 31, 2017 and 2016

(Expressed in Canadian Dollars)

	Note	2017	2016
		$	$
Current Assets
Cash		284,225	9,864
Amounts receivable		90,940	-
Prepaid expenses and deposits		121,864	114,032
		497,029	123,896
Other		14,436	-
Intangible asset	4	1,922,883	-
Equipment	7	2,866,696	248,478
		5,301,044	372,374
Current Liabilities
Bank indebtedness		48,096	-
Accounts payable and accrued liabilities		904,342	70,406
Deferred revenue		4,210	4,480
Due to related parties	8	-	615,522
Loans from related parties	8	1,340,650	-
		2,297,298	690,408
Deferred income tax liability	12	588,824	-
		2,886,122	690,408
Shareholders’ Equity (Deficiency)
Share capital	9	10,635,886	4,300
Subscriptions received		170,000	-
Contributed surplus		1,344,884	-
Non-controlling interest		188,156	-
Deficit		(9,896,705)	(313,155)
Accumulated other comprehensive loss		(27,299)	(9,179)
		2,414,922	(318,034)

Nature of operations and going concern (Note 1)
Commitments (Note 16)
Subsequent events (Note 17)
Approved on behalf of the Board of Directors:

“Alejandro Ochoa” “Brian Gusko”

The accompanying notes are an integral part of these consolidated financial statements.

TOWER ONE WIRELESS CORP.

Consolidated Statements of Comprehensive Loss

For the Years Ended December 31, 2017, 2016,

And the period from incorporation to December 31, 2015

(Expressed in Canadian Dollars)

	Note	2017	2016	2015
		$	$	$
Revenues		200,498	19,403	-
Expenses
Advertising and promotion		1,199,150	-	-
Amortization	7	94,468	3,440	-
Bank charges and interest		380,864	4,491	-
Maintenance		72,579	-	-
Office and miscellaneous		128,184	60,113	-
Permits and licenses		41,901	2,046	-
Professional fees		1,710,312	204,561	21,151
Share-based compensation	9	3,693,799	-	-
Supplies		115,424	-	-
Travel		333,366	29,631	-
Wages and benefits		72,011	7,125	-
		7,842,058	311,407	-
Loss before other income		(7,641,560)	(292,004)	(21,151)
Other Expenses
Impairment of investments		(461,360)	-	-
Listing expense	3	(1,144,167)	-	-
Allowance for advances receivable		(286,289)	-	-
Write-off of VAT receivable		(435,301)	-	-
		(2,327,117)	-	-
Net loss before income taxes		(9,968,677)	(292,004)	(21,151)
Deferred income tax recovery	12	105,000	-	-
Net loss		(9,863,677)	(292,004)	(21,151)
Other comprehensive loss
Item that will be reclassified to profit or loss:
Foreign exchange translation adjustment		(18,120)	(9,179)	-
Net and Comprehensive loss		(9,881,797)	(301,183)
Net loss attributable to:
Shareholders of the Company		9,583,550	(292,004)	(21,151)
Non-controlling interest		280,127	-	-
		9,863,677	(292,004)	(21,151)
Other comprehensive loss attributable to:
Shareholders of the Company		11,592	(9,179)	-
Non-controlling interest		6,528	-	-
		18,120	(9,179)	-
Loss per common share – basic and diluted		(0.16)	(29.20)	(2.12)
Weighted average number of common shares outstanding		58,115,156	10,000	10,000

The accompanying notes are an integral part of these consolidated financial statements.

TOWER ONE WIRELESS CORP.

The accompanying notes are an integral part of these consolidated financial statements.

TOWER ONE WIRELESS CORP.

Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

						Accumulated	Deficiency
	Number of					Other	Attributable to	Non-
	Common	Share	Subscription	Contributed		Comprehensive	Shareholders of	controlling
	Shares	Capital	Receivable	Surplus	Deficit	Loss	the Company	interest	Total
		$	$	$	$	$	$	$	$
Balance at December 31, 2015	10,000	4,300	-	-	(21,151)	-	(16,851)	-	(16,851)
Comprehensive loss	-	-	-	-	(292,004)	(9,179)	(301,183)	-	(301,183)
Balance at December 31, 2016	10,000	4,300	-	-	(313,155)	(9,179)	(318,034)	-	(318,034)
Derecognition of Tower Three shares	(10,000)	-	-	-	-	-	-	-	-
Shares issuance to Tower Three shareholders	30,000,000	-	-	-	-	-	-	-	-
Recognition of shares issued to Tower One shareholders	6,735,885	1,010,383	-	-	-	-	1,010,383	-	1,010,383
Shares issued to Rojo (Note 9)	500,000	175,000	-	-	-	-	175,000	-	175,000
Shares issued for Evotech (Note 4)	1,500,000	480,000	-	-	-	-	480,000	-	480,000
Acquisition of Evotech (Note 4)	-	-	-	-	-	-	-	509,524	509,524
Shares issued for services (Note 9)	1,000,000	340,000	-	-	-	-	340,000	-	340,000
Shares issued for cash, net	15,484,912	2,092,651	-	142,319	-	-	2,234,970	-	2,234,970
Share subscriptions received	-	-	170,000	-	-	-	170,000	-	170,000
Share-based compensation	-	-	-	3,917,778	-	-	3,917,778	-	3,917,778
Exercise of warrants	3,774,466	1,132,340	-	-	-	-	1,132,340	-	1,132,340
Exercise of options	11,130,435	5,401,212	-	(2,715,213)	-	-	2,685,999	-	2,685,999
Net loss	-	-	-	-	(9,583,550)	-	(9,583,550)	(280,127)	(9,863,677)
Other comprehensive loss	-	-	-	-	-	(18,120)	(18,120)	(41,241)	(59,631)
Balance at December 31, 2017	70,125,698	10,635,886	170,000	1,344,884	(9,896,705)	(27,299)	2,226,767	188,156	2,414,922

The accompanying notes are an integral part of these consolidated financial statements.

TOWER ONE WIRELESS CORP.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

	2017	2016	2015
	$	$	$
Cash flows from operating activities
Net loss	(9,863,677)	(292,004)	(21,151)
Items not affection cash:
Accretion expense	219,990
Allowance for VAT	435,301
Amortization	94,468	3,440	-
Foreign exchange	389,720
Impairment of investments	292,538	-	-
Income tax recovery	(105,000)	-	-
Listing expense	1,144,167
Share-based compensation	3,693,799	-	-
Shares issued for services	340,000	-	-
	(3,358,694)	(288,564)	(21,151)
Changes in non-cash working capital item:
Accounts payable and accrued liabilities	(1,262,924)	68,363	-
Amounts receivable	(526,241)	-	-
Deferred revenue	-	4,350	-
Due to related parties	-	(32,841)	21,151
Other	(14,436)	-	-
Prepaid expenses	(7,832)	(110,723)	-
	(5,170,127)	(359,415)	21,151
Cash flows from investing activities
Cash paid for acquisitions	(466,260)	-	-
Cash received from acquisitions (net)	1,382,859	-	-
Equipment	(2,887,196)	(244,708)	-
	(1,970,597)	(244,708)	-
Cash flows from financing activities
Advances from related parties	-	579,187	-
Shares issued for cash, net	3,367,310	-	-
Subscriptions received	170,000	-	-
Stock options exercised	2,686,000	-	-
Loans received	1,317,225	34,800	-
Loans repaid	(125,450)
	7,415,085	613,987	-
Change in cash	274,361	9,864	-
Cash, beginning	9,864	-	-
Cash, ending	284,225	9,864	-

Supplemental Cash Flow Information (Note 14)

The accompanying notes are an integral part of these consolidated financial statements.

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

7

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Tower One Wireless Corp. (formerly Pacific Therapeutics Ltd.) (“Tower One” or the “Company") was incorporated under the laws of the Province of British Columbia, Canada on September 12, 2005. On October 14, 2011, the Company became a reporting issuer in British Columbia and was approved by the Canadian Securities Exchange (“CSE”) and commenced trading on November 16, 2011. The Company’s registered office is located at Suite 605, 815 Hornby Street, Vancouver, BC, Canada V6Z 2E6.

On January 17, 2017, Tower One completed a Share Exchange Agreement (the “Agreement”) with Tower Three SAS (“Tower Three”) and the shareholders of Tower Three. According to the Agreement, Tower One acquired Tower Three by issuing shares which resulted in the shareholders of Tower Three obtaining control of the Company (the “Acquisition”). Accordingly, this transaction was recorded as a reverse acquisition for accounting purposes, with Tower Three being identified as the accounting acquirer. These consolidated financial statements are a continuation of the financial statements of Tower Three while the capital structure is that of the Company. The historical operation assets and liabilities of Tower Three are included in this consolidated financial statements and the comparative figures as at and for the year ended December 31, 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three.

Tower Three was incorporated on December 30, 2015 under the laws of Colombia. Tower Three has secured 4G LTE cellular tower development contracts in Colombia. The Company focuses primarily on building cellular towers in municipalities where there currently is very limited or no cellular coverage. See Note 3.

On March 31, 2017, the Company acquired a 65% ownership interest in Evolution Technology SA ("Evotech"). Evotech is a private company incorporated under the laws of Argentina. Evotech's intended business is to obtain rights and permits for approval of constructing cellular towers in various locations in Argentina. See Note 4.

On October 18, 2017, the Company acquired a 70% ownership interest in Tower Construction & Technical Services, Inc. ("TCTS"). TCTS is a private company incorporated in Florida, USA. See Note 5.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, and accordingly, do not purport to give effect to adjustments which may be required should the Company be unable to achieve the objectives above as a going concern. The net realizable value of the Company’s assets may be materially less than the amounts recorded in these consolidated financial statements should the Company be unable to realize its assets and discharge its liabilities in the normal course of business. At December 31, 2017, the Company had an accumulated deficit of $9,896,705 which has been funded primarily by the raising of equity funding and loans. Ongoing operations of the Company are dependent upon the Company’s ability to generate sufficient revenues in the future, receive continued financial support and complete equity financings. These factors raise significant doubt about the Company’s ability to continue as a going concern.

8

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION

(a) Statement of Compliance

These consolidated financial statements of the Company for the years ended December 31, 2017, 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were approved and authorized for issue by the Board of Directors on April 30, 2018.

(b) Basis of Presentation and Consolidation

These consolidated financial statements were prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The consolidated financial statements as at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three SAS. For the year ended December 31, 2017, the consolidated financial statements include the following entities:

Entites	Location	Percentage of ownership	Functional currency
Tower One	Canada	100%	Canadian dollars
Tower Three	Colombia	100%	Colombian Peso
Innervision	Colombia	90%	Colombian Peso
Evotech	Argentina	65%	Argentina Peso
Tower 3 SAS	Argentina	100%	Argentina Peso
TCTS	USA	70%	US dollars

All significant inter-company balances and transactions have been eliminated on consolidation.

(c) Use of Estimates and Judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant areas requiring the use of management estimates include the following:

(i) Valuation of listing expense

The determination of listing expense involves extensive estimates on the value of shares and the fair values of assets and liabilities at the date of the transaction.

(ii) Intangible Assets – useful lives

The Company record intangible assets purchased in a business combination at their fair value. Determining fair value requires management to use estimates that could be material. Following initial recognition, the Company carries the value of intangible assets at cost less accumulated amortization and any accumulated impairment losses. Amortization is recorded on a straight-line basis based upon management’s estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of technical obsolescence or legal and other limits to use. A change in the useful life or residual value will impact the reported carrying value of the intangible assets resulting in a change in related amortization expense.

9

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (Continued)

(c) Use of Estimates and Judgments (Continued)

(iv) Inputs into Black-Scholes model

The Company has applied estimates with respect to the valuation of shares issued for non-cash consideration. Shares are valued first at the fair value of services received, and if this not readily determinable, at the fair value of the equity instruments granted at the date the Company receives the goods or services.

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of services performed, and if the fair value of the services performed is not readily determinable, at the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying common shares, the expected life of the share option, volatility and dividend yield. The fair value of the underlying common shares is assessed as the quoted market price on grant date. The assumptions and models used for estimating fair value for share-based payment transactions are discussed in Note 9. Actual results may differ from these estimates and assumptions.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

(v) Useful lives of Equipment

Amortization is recorded on a declining balance basis based upon management’s estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of the physical condition, technical obsolescence or legal and other limits to use. A change in the useful life or residual value will impact the reported carrying value of towers and equipment resulting in a change in related amortization expense.

Use of Judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments with a significant risk of material adjustment in the year:

(i) Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern. Further information regarding going concern is outlined in Note 1.

(ii) Income taxes

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the consolidated financial statements.

10

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (Continued)

(c) Use of Estimates and Judgments (Continued)

(iii) Determination of control in business acquisitions

The determination of the acquirer in business acquisitions is subject to judgment and requires the Company to determine which party obtains control of the combining entities. Management applies judgment in determining control by assessing the following three factors: whether the Company has power; whether the Company has exposure or rights to variable returns; and whether the Company has the ability to use its power to affect the amount of its returns. In exercising this judgment, management reviewed the representation on the Board of Directors and key management personnel, the party that initiated the transaction, and each of the entities’ activities.

The assessment of whether an acquisition constitutes a business is also subject to judgment and requires the Company to review whether the acquired entity contains all three elements of a business, including inputs, processes and the ability to create output.

(iv) Intangible Assets – impairment

The application of the Company’s accounting policy for intangible assets expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available.

(v) Classification of lease agreements

Management uses judgment in determining whether a lease is a finance lease arrangement that transfers substantially all the risks and rewards of ownership.

(vi) Impairment of Equipment

At the end of each reporting period, management makes a judgment whether there are any indications of impairment of its equipment. If there are indications of impairment, management performs an impairment test on a cash-generating unit basis. The impairment test compares the recoverable amount of the asset to its carrying amount. The recoverable amount is the higher of the asset’s value in use (present value of the estimated future cash flows) and its estimated fair value less costs of disposal.

(vii) Determination of functional currency

The determination of the functional currency for the Company and its subsidiaries was based on management's judgment of the underlying transactions, events and conditions relevant to each entity.

3. REVERSE ACQUISITION AND LISTING EXPENSE

On January 17, 2017, the Company completed the transactions described in Note 1 by issuing 30,000,000 common shares to the shareholders of Tower Three. For accounting purposes, the Acquisition is considered to be outside the scope of IFRS 3 Business Combinations since Tower One was inactive prior to the Acquisition and were limited to the management of cash resources and the maintenance of its listing and accordingly did not constitute a business. The Acquisition is accounted for in accordance with IFRS 2 Share-based Payment whereby Tower Three is deemed to have issued shares in exchange for the net assets or liabilities of Tower One together with its listing status at the fair value of the consideration received by Tower Three.

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TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

3. REVERSE ACQUISITION AND LISTING EXPENSE (Continued)

Since the share and share based consideration allocated to the former shareholders of the Company on closing the Acquisition is considered within the scope of IFRS 2 Share-Based Payment, and the Company cannot identify specifically some or all of the goods or service received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations plus liabilities assumed by the Company acquired on closing was expensed in the consolidated statement of comprehensive loss as listing expense.

The Company is deemed to have issued 6,735,885 common shares of Tower Three at $0.15 per common share for a fair value of $1,010,383, which is included as consideration to the former shareholders of the Company. The $0.15 value for the above-mentioned shares was based on the fair value from the concurrent private placement.

The fair value of all the consideration given and charged to listing expense was comprised of:

	$
Fair value of share based consideration allocated:
Deemed share issuance	1,010,383
Identifiable net obligations assumed:
Cash and cash equivalent	(1,378,183)
Subscriptions received for private placement	1,602,257
Other assets	(230,097)
Liabilities	139,807
	133,784
Total listing expense	1,144,167

4. ACQUISITION OF EVOLUTION TECHNOLOGY SA

On March 30, 2017, the Company entered into a Share Purchase Offer Agreement with the shareholders of Evolution Technology SA (“Evotech”) to acquire a 65% ownership interest. Since its incorporation on March 10, 2016, Evotech has obtained various permits for constructing cellular towers and also has a master lease agreement with a major telecom carrier in Argentina.

To obtain the 65% ownership interest, the Company paid US$350,000 to the original shareholders of Evotech and transferred US$400,000 to Evotech for operating expenses. The Company also issued 1,500,000 common shares with a fair value of $480,000 to the shareholders of Evotech. In addition, the Company is committed to contribute the funds necessary for Evotech to construct 50 towers, or a lower number of towers to be agreed between the parties, for up to a total maximum amount of US$3,500,000. The original shareholders of Evotech have the option to exchange all and not less than all of the remaining 35% ownership interest in Evotech for 7,000,000 common shares of the Company on or before June 30, 2018 if Evotech constructs 50 towers.

The Company determined that the acquisition of Evotech constituted a business combination as Evotech has inputs, processes and outputs. As such the Company has applied the acquisition method of accounting.

As part of the acquisition of Evotech, the Company has acquired Evotech’s master lease agreement, which has been recorded as an intangible asset. The Company has determined that the useful life of this intangible asset is 25 years, and accordingly, the Company recorded an amortization expense of $59,471 during the year ended December 31, 2017.

12

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

4. ACQUISITION OF EVOLUTION TECHNOLOGY SA (Continued)

The following table presents the allocation of the consideration to the fair value of assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition:

	$
Cash	4,676
Due from shareholders	6,490
Construction in progress	163,529
Master lease	1,982,354
Less: liabilities assumed
Accounts payable	(7,440)
Deferred income tax liability	(693,824)
Net assets of Evotech	1,455,785
Net assets attributed to non-controlling interest	(509,524)
Total consideration	946,260

5. ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC.

On October 18, 2017, the Company entered into an Escrow Agreement with the shareholders of TCTS to acquire a 70% ownership interest in TCTS.

To obtain the 70% ownership interest, the Company committed to operate the business, manage its financial affairs. No cash or equity consideration was provided for this acquisition.

The Company determined that the acquisition of TCTS constituted a business combination as it has inputs, processes and outputs. As such the Company has applied the acquisition method of accounting.

The following table presents assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition:

	$
Liabilities assumed:
Bank indebtedness	(52,042)
Accounts payable	(5,201)
Due to related parties	(127,655)
Net liabilities of TCTS	(184,898)
Net liabilities attributed to non-controlling interest	-
Excess of net liabilities over consideration paid	184,898

The excess of net liabilities over consideration paid was written off to loss on investments as the future profitability of TCTS is uncertain.

13

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

5.      ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Continued)

The accounting for this business combination has not yet been finalized and the Company is reporting provisional amounts for the items for which the accounting is not complete. These provisional amounts may be adjusted during the measurement period, or additional assets or liabilities may be recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

Subsequent to December 31, 2017, the Company reported its intention to divest itself of TCTS as described in Note 17.

6. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements:

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits in banks and highly liquid investments having original terms to maturity of 90 days or less.

Loss per share

Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. To compute diluted loss per share, adjustments are made to common shares outstanding. The weighted average number of common shares outstanding is adjusted to include the number of additional common shares that would be outstanding if, at the beginning of the period or at time of issuance, all options and warrants were exercised. For the periods presented, this calculation proved to be anti-dilutive.

Revenue recognition

The Company’s leasing revenue is derived from lease arrangements to obtain rights to use the Company’s equipment.

Leases in which a significant portion of the risks and rewards of ownership are retained by the Company are classified as operating leases. Assets under operating leases are included in equipment. Leasing revenue from operating leases is recognized as the leasing services are provided.

Leases in which a significant portion of the risks and rewards of ownership are transferred by the Company to the lessee are classified as finance leases. Assets subject to finance leases are initially recognized at an amount equal to the net investment in the lease, which is the fair value of the asset, or if lower, the present value of the minimum lease payment. The interest component of the lease payments is recognized over the term of the lease based on the effective interest rate method and is included in leasing revenue.

The Company also earns service revenue from time to time. This revenue is recognized when the amount of revenue can be measured reliably, the economic benefits will flow to the entity and the services are performed.

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TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Foreign currency transactions are translated into each entity’s functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the profit or loss.

Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders' equity.

For the year ended December 31, 2017, an unrealized foreign exchange translation loss of $18,120 was recorded under accumulated other comprehensive loss as a result of changes in the value of the Columbian Peso, Argentina Peso and US dollars with respect to the Canadian dollar.

Equipment

Equipment is stated at cost less accumulated amortization and accumulated impairment loss. Amortization expense for towers begins in the month of transfer of each tower from construction in progress to towers. Costs not clearly related to the procurement, manufacturing and implementation are expensed as incurred.

Towers represent wireless broadcast towers owned by the Company. The towers are operated at various sites and under contractual license agreements. Equipment is measured at cost less accumulated amortization and accumulated impairment loss.

Amortization of the equipment is calculated on the declining-balance basis at the following annual rates:

• Towers - 5%

• Furniture and equipment - between 10% and 33.3%

Costs of assets in the course of construction are capitalized as construction in progress. On completion, the cost of construction is transferred to the appropriate category of property and equipment and amortization commences when the asset is available for its intended use.

An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss.

15

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible asset

The intangible asset consists of a master lease agreement acquired by the Company. Acquired lease agreements are carried at cost less accumulated amortization and impairment. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment. Any impairment of intangible asset is recognized in the statement of operation and comprehensive loss but increases in intangible asset values are not recognized.

Estimated useful lives of intangible assets are shorter of the economic life and the period the right is legally enforceable. The assets’ useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The useful life of the Company’s intangible asset is estimated to be 25 years.

At each financial position reporting date, the carrying amounts of the Company’s long-lived assets, including property and equipment and intangible asset, are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs.

Impairment

Non-financial assets, including intangible assets, are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may be less than its recoverable amount. Management uses judgment to estimate these inputs and any changes to these inputs could have a material impact on the impairment calculation. For impairment testing, non-financial assets that do not generate independent cash flows are grouped together into cash-generating units (CGUs), which represent the levels at which largely independent cash flows are generated. An impairment loss is recognized in earnings to the extent that the carrying value of an asset, CGU or group of CGU’s exceeds its estimated recoverable amount. The recoverable amount of an asset, CGU or group of CGU’s is the greater of its value in use and its fair value less cost to sell. Value in use is calculated as the present value of the estimated future cash flows discounted at appropriate pre-tax discount rates. An impairment loss relating to a specific asset reduces the carrying value of the asset. An impairment loss relating to a group of CGU’s is allocated on a pro-rata basis to reduce the carrying value of the assets in the units comprising the group. A previously recognized impairment loss related to non-financial assets is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss related to non-financial assets is reversed if there is a subsequent increase in the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying value does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no loss had been recognized.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.

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TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value at grant date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus.

Share-based payments

Share-based payments to employees are measured at the fair value of goods or services received. If these are not readily determinable, share-based payments are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to warrants and options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related amount in warrants and options reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from share-based payments reserve. For those options that expire or are forfeited after vesting, the recorded value is transferred to deficit.

Income taxes

Income tax expense consisting of current and deferred tax expense is recognized in the consolidated statement of comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

17

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resourced embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

Financial instruments

(a) Financial assets

The Company classifies its financial assets in the following categories: held-to-maturity, fair value through profit or loss (“FVTPL”), loans and receivables, and available-for-sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity

These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized through profit or loss.

Available-for-sale

Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized through other comprehensive income (loss).

The Company has classified its cash at fair value through profit or loss. The Company’s due from related parties are classified as loans and receivables.

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TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset could be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss.

(b) Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Other financial liabilities

This category consists of liabilities carried at amortized cost using the effective interest method.

The Company’s accounts payable, loans payable and due to related parties are classified as other financial liabilities.

Adoption of new pronouncements

The Company did not adopt any new or amended accounting standards during the year ended December 31, 2017 which had a significant impact on the Financial Statements.

Future changes in accounting policies

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for future accounting periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

19

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Standard effective for annual periods beginning on or after January 1, 2018

IFRS 9 Financial Instruments - In November 2009, as part of the IASB project to replace IAS 39 Financial Instruments: Recognition and Measurement, the IASB issued the first phase of IFRS 9, that introduces new requirements for the classification and measurement of financial assets. The standard was revised in October 2010 to include requirements regarding classification and measurement of financial liabilities. In November 2013 the standard was revised to add the new general hedge accounting requirements. The standard was finalized in July 2014 and was revised to add a new expected loss impairment model and amends the classification and measurement model for financial assets by adding a new fair value through other comprehensive income (“FVOTCI”) category for certain debt instruments and additional guidance on how to apply the business model and contractual cash flow characteristics test. The Company expects that it would not have a significant impact on the Company's financial statements.

IFRS 15 - Revenue from Contracts with Customers -On May 28, 2014 the IASB issued IFRS 15, “Revenue from contracts with customers”. IFRS 15 will replace IAS 11, “Construction contracts”, IAS 18, “Revenue”, IFRIC 13, “Customer loyalty programmes”, IFRIC 15, “Agreements for the construction of real estate”, IFRIC 18, “Transfers of assets from customers” and SIC 31, “Revenue – barter transactions involving advertising services”. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time; or over time.

The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other IFRSs. Entities will have a choice of full retrospective application or prospective application with additional disclosures (simplified transition method). The retrospective approach was adopted by the Company and the Company has assessed that this new standard has no material impact on the consolidated financial statements.

IFRS 2 Share-based Payment - In November 2016, the IASB has revised IFRS 2 to incorporate amendments issued by the IASB in June 2016. The amendment provide guidance on the accounting for i) the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; ii) share-based payment transactions with a net settlement feature for withholding tax obligations and iii) a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Earlier application is permitted. The Company expects that it would not have a significant impact on the Company's financial statements.

Standard effective for annual periods beginning on or after January 1, 2019

IFRS 16 – Leases - In June 2016, the IASB issued IFRS 16 - Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. However, lessees are no longer classifying leases as either operating leases or finance leases as it is required by IAS 17. The Company expects that it would not have a significant impact on the Company's financial statements.

20

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

6. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The new standard is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities that apply IFRS 15, “Revenue from contracts with customers” at or before the date of initial adoption of IFRS 16.

The extent of the impact of adoption of these above standards on the financial statements of the Company has not yet been determined.

7. EQUIPMENT

	Construction in		Furniture and
	progress	Towers	equipment	Total
	$	$	$	$
Cost
Balance, December 31, 2015	-	-	-	-
Additions	-	244,708	-	244,708
Foreign exchange movement	-	7,313	-	7,313
Balance, December 31, 2016	-	252,021	-	252,021
Acquired through acquisition of Evotech	-	163,529	-	163,529
Additions	2,780,680	37,249	69,267	2,887,196
Transfer from construction in progress to towers	(726,930)	726,930	-	-
Foreign exchange movement	(248,822)	(146,142)	(8,752)	(403,716)
Balance, December 31, 2017	1,804,928	1,033,587	60,515	2,899,030
Accumulated amortization
Balance, December 31, 2015	-	-	-	-
Additions	-	3,440	-	3,440
Foreign exchange movement	-	103	-	103
Balance, December 31, 2016	-	3,543	-	3,543
Additions	-	27,458	7,539	34,997
Foreign exchange movement	-	(5,101)	(1,071)	(6,172)
Balance, December 31, 2017	-	25,900	6,464	32,334
Net book value
December 31, 2016	-	248,478	-	248,478
December 31, 2017	1,804,928	1,007,687	54,081	2,866,696

21

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

8. RELATED PARTY TRANSACTIONS AND BALANCES

Due to related parties consists of short term amounts advanced to, services rendered and expenses paid on behalf of the Company by shareholders of the Company. These amounts are unsecured, non-interest bearing (except indicated below), and payable on demand. As at December 31, 2017 and December 31, 2016, the Company has the following balances with related parties:

	2017	2016
Due to related parties:	$	$
Amounts owing to companies under common control	598,847	545,857
Amounts owing to the parent of the CEO	741,803	69,665
	1,340,650	615,522

Included in accounts payable was the commission payables in the amount of $nil to the officers of the company (2016 - $6,531).

Amounts owing as at December 31, 2017 which are noted above include the following loan agreements entered into during the year ended December 31, 2017:

(a)

On March 3, 2017, the Company entered into a loan agreement in the amount of $376,350 (USD$300,000) with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 360 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $68,052 interest expense on this loan payable.

(b)

On September 28, 2017, the Company entered into a loan agreement in the amount of $376,350 (USD$300,000) with a company controlled by a director of the Company. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $23,509 interest expense on this loan payable. The loan balance was fully repaid on January 25, 2018.Previously, the Company entered into a loan agreement with the same party on June 9, 2017 in the amount of $125,450 (USD$100,000). The loan bore interest at 10% per annum and was discharged on July 25, 2017 with a total interest expense of $1,299.

(c) On October 10, 2017, the Company entered into a loan agreement in the amount of $250,900 (USD$200,000) with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $45,368 interest expense on this loan payable.

22

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

8. RELATED PARTY TRANSACTIONS AND BALANCES (Continued)

(d) On October 12, 2017, the Company entered into a loan agreement in the amount of $188,175 (USD$150,000) with a company controlled by a director of the Company.. The loan was drawn down October 26, 2017. The loan is unsecured, bears interest at 24% per annum and is repayable in 120 days. During the year ended December 31, 2017, the Company incurred $9,898 interest expense on this loan payable. In addition, the Company also granted 150,000 stock options to the Lender.

Related Party Transactions and Key Management and Personnel Compensation

Key management personnel receive compensation in the form of short-term employee benefits, share-based payments, and post-employment benefits. Key management personnel include the Chief Executive Officer, Chief Financial Officer, and directors of the Company. The remuneration of key management is as follows:

	2017	2016
	$	$
Consulting fees paid to the CEO	151,200	-
Consulting fees paid to the CFO	120,055	-
	271,255	-

During the year ended December 31, 2017, the Company granted 15,695,000 stock options and loan incentive options to directors and officers and recorded share-based compensation of $3,693,798 and $23,980 (2016 - $nil).

23

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

9. SHARE CAPITAL

Authorized:

Unlimited	Class A common shares without par value
1,500,000	Class B Series I preferred shares without par value
1,000,000	Class B Series II preferred shares without par value

Issued and outstanding:

(i)      On January 12, 2017, the Company closed a non-brokered private placement and issued 15,484,912 units at $0.15 per unit for gross proceeds of $2,322,737. Each unit is comprised of one common share and one share purchase warrant exercisable for one common share at an exercise price of $0.40 for 12 months following the transaction. If the share price trades at $0.60 for 10 consecutive trading days then the warrant holders will receive notice from the Company to accelerate the exercise of the warrants within 10 days or they will expire. The Company paid finders and brokers cash commissions of $87,767 and issued 585,117 broker warrants with the same terms as the warrants in the private placement. The broker warrants have the same terms as those issued as part of the units and have a fair value of $142,319 calculated using the black-scholes option pricing model.

On June 19, 2017, the Company announced warrant price reduction and exercise incentive program. Under the incentive program, the exercise price of the warrants issued on January 12, 2017 were reduced to $0.30 if exercised prior to July 21, 2017 and one Incentive Warrant will be granted for each warrant exercised. Each Incentive Warrant will be exercisable to acquire one common share at a price of $0.50 for one year. As a result, 3,774,466 warrants were exercised under this program and consequently, 3,774,466 Incentive Warrants were issued. The Company received proceeds of $1,132,340 for the exercise of warrants.

(ii)	On April 18, 2017, the Company issued 500,000 common shares to Rojo Resources Ltd. (Rojo). Under an Assignment Agreement whereby the Company would take assignment of all of Rojo’s assets in consideration of 500,000 common shares to Rojo. This Assignment Agreement was subsequently terminated and as a result, the fair value of the investment in the amount of $175,000 was fully written off.
(iii)	On June 21, 2017, the Company issued a total of 1,000,000 common shares for services with a fair value of $340,000. The fair value of the services received was not readily determinable, as such, the shares were valued at the fair value of common shares on grant date.
(iv)	During the year ended December 31, 2017, the Company issued 14,904,901 common shares for gross proceeds of $3,818,339 pursuant to the exercise of stock options and warrants. In connection with the exercise of stock options and warrants, $2,959,537 was transferred from contributed surplus to share capital.
(v)	During the year ended December 31, 2017, the Company issued common shares in connection with the reverse take over transaction described in Note 3 and the acquisition of Evotech described in Note 4.

Escrowed shares

(i)      Pursuant to an escrow agreement dated January 11, 2017, the 30,000,000 common shares issued pursuant to the Acquisition are subject to escrow restrictions. The escrow shares will be released based on certain conditions. At December 31, 2017, 30,000,000 common shares remain in escrow.

24

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

9. SHARE CAPITAL (Continued)

(ii)  In addition, the 500,000 common shares issued to Rojo are subject to escrow restrictions. These escrow shares will be released 10% on the issuance date, with the remaining to be released 15% every six months. As of December 31, 2017, there were 375,000 common shares remain in escrow.

Warrants

Information regarding the Company’s outstanding warrants is summarized below:

		Weighted average
	Number	exercise price
		$
Balance, December 31, 2016 and 2015	-	-
Granted	19,844,495	0.42
Exercised	(3,774,466)	0.40
Balance, December 31, 2017	16,070,029	0.42

The following table summarizes the share purchase warrants outstanding and exercisable as at December 31, 2017:

		Weighted average
Number of warrants outstanding		remaining life of
and exercisable	Exercise Price	Warrants	Expiry date
	$
12,295,563	0.40	0.03	January 12, 2018
3,774,466	0.50	0.55	July 21, 2018
16,070,029	0.42	0.16

There were no warrants outstanding and exercisable as at December 31, 2016 and 2015.

As part of the January 12, 2017 private placement, the Company issued 585,117 agent warrants as part of the share issue costs. The fair value of the agent warrants was determined to be $142,319 or $0.24 per warrant using the Black-Scholes option pricing model, which requires management to make estimates that are subjective and may not be representative of the actual results. Changes in assumptions can materially affect estimates of fair value. The following assumptions were used for the calculation:

Risk-free interest rate	0.76%
Expected life (in years)	2 years
Expected volatility	171%
Expected dividend yield	0%
Expected forfeiture rate	0%

25

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

9. SHARE CAPITAL (Continued)

Stock options

The Company has established a stock option plan for directors, employees, and consultants. Under the Company's stock option plan, the exercise price of each option is determined by the Board, subject to the Discounted Market Price policies of the Canadian Stock Exchange. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued shares at the time the options are granted. The aggregate number of options granted to any one optionee in a 12 month period is limited to 5% of the issued shares of the Company.

During the year ended December 31, 2017, the Company granted stock options to certain directors, officers, debtors, employees and consultants of the Company.

A continuity of stock options for the years ended December 31, 2017 and 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 is as follows:

		Weighted average
	Number	exercise price
		$
Balance, December 31, 2016 and 2015	-	-
Granted	15,695,000	0.25
Exercised	(11,130,435)	0.17
Balance, December 31, 2017	4,564,565	0.28

As at December 31, 2017, the following options were outstanding and exercisable:

Options	Options	Exercise	Remaining life	Expiry
Outstanding	exercisable	price	(years)	date
		$
700,000	531,250	0.45	4.21	March 17, 2022
219,565	219,565	0.23	4.34	May 4, 2022
1,100,000	1,100,000	0.25	4.71	September 14, 2022
100,000	100,000	0.25	4.79	October 16, 2022
600,000	600,000	0.25	4.92	November 29, 2022
695,000	695,000	0.26	4.92	November 30, 2022
100,000	100,000	0.25	4.94	December 8, 2022
1,050,000	1,050,000	0.25	2.00	December 31, 2019
4,564,565	4,395,815	0.28	4.06

There were no options outstanding and exercisable as at December 31, 2016 and 2015.

26

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

9. SHARE CAPITAL (Continued)

During the year ended December 31, 2017, the Company recorded share-based compensation expense of $3,693,800, representing the fair value of stock options granted and vested during the year. The fair value of stock options granted was calculated using the Black-Scholes option pricing model, which requires management to make estimates that are subjective and may not be representative of the actual results. Changes in assumptions can materially affect estimates of fair value. The following assumptions were used for the calculation:

Risk-free interest rate	0.76%
Expected life (in years)	2 years
Expected volatility	215%
Expected dividend yield	0%
Expected forfeiture rate	0%
Share price	$0.25
Weighted average fair value of options granted	$0.26

No stock options were granted during the period from incorporation on December 30, 2015 to December 31, 2016.

10. CAPITAL DISCLOSURE

The Company considers its capital under management to be comprised of shareholders’ equity and any debt that it may issue. The Company’s objectives when managing capital are to maximize return on investment in towers, expand the Company’s wireless coverage footprint and to maximize returns for shareholders over the long term. The Company is not subject to any capital restrictions. There has been no change in the Company’s objectives in managing its capital.

11. FINANCIAL INSTRUMENTS AND RISK

Fair values

The Company’s financial instruments include cash, amounts receivable, bank indebtedness, accounts payable, due to related parties and loans payable. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature.

The following table summarizes the carrying values of the Company’s financial instruments:

	2017	2016
	$	$
Financial assets at fair value through profit or loss (i)	284,225	9,864
Loans and receivables (ii)	90,940	-
Other financial liabilities (iii)	2,244,992	70,406

(i)	Cash
(ii)	Amounts receivable and due from related party
(iii)	Bank indebtedness, accounts payable, due to related parties and loans payable

27

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

11. FINANCIAL INSTRUMENTS AND RISK (Continued)

The Company provides information about financial instruments that are measured at fair value, grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair value are observable.

• Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

• Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.

The Company’s cash is measured using level 1 fair value measurements.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. To minimize the credit risk the Company places cash with high credit quality financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company’s ability to collect its revenue in a timely manner, continuous support from shareholders and investors and maintain sufficient cash on hand. As at December 31, 2017, the Company is not subject to significant liquidity risk.

Currency Risk

The Company generates revenues and incurs expenses and capital expenditures in Canada, Colombia, Argentina and USA and is exposed to the resulting risk from changes in foreign currency exchange rates. Some administrative and head office related expenses are incurred in Canada. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risks. A significant change in the currency exchange rates between the Canadian dollar relative to the Colombia Peso, Argentina Peso or US dollars could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

28

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

11. FINANCIAL INSTRUMENTS AND RISK (Continued)

At December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three	Evotech		Innervision
	Colombian	Argentinian	TCTS	Colombian
	Peso	Peso	US Dollar	peso	Total
	$	$	$	$	$
Cash	920	41,801	5,339	-	48,060
Line of credit	-	-	(48,096)	-	(48,096)
Accounts receivable	1,164	16,160	-	-	17,324
Accounts payable	(80,868)	(472,181)	-	-	(553,049)
Due to related parties	(1,340,650)	-	-	-	(1,340,650)
				-
	(1,419,434)	(414,220)	5,339		(1,828,315)

As at December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three
	Colombian Peso
	$
Cash	9,864
Due to related parties	(21,151)
	(11,758)

Interest Rate Risk

Risk Interest rate risk is the risk that future cash flows of the Company’s assets and liabilities can change due to a change in interest rates. Loans payable have a fixed interest rate of 24%, and cash earns interest at a nominal rate. The Company is not exposed to significant interest rate risk.

Other Price Risk

The Company is not subject to other price risk.

29

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

12. INCOME TAXES

Deferred taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Deferred tax assets are evaluated periodically and if realization is not considered likely, a valuation allowance is provided.

The reconciliation of income tax attributable to continuing operations computed at the statutory tax rate of 26% (2016– 25%, 2015 - 25%) to income tax expense is:

			Period from
			incorporation
			on December
			30, 2015 to
			December 31,
	2017	2016	2015
Canadian statutory income tax rate	26%	25%	25%
	$	$	$
Income tax recovery at statutory rate	2,458,000	73,000	5,000
Effect on income taxes of:
Income tax rate differences	6,000	-	-
Permanent differences	(1,457,000)	-	-
Losses not recognized	(902,000)	(73,000)	(5,000)
Income taxes recoverable	(105,000)	-	-

The significant components of deferred income tax assets and liabilities are as follows:

	2017	2016
	$	$
Deferred income tax assets (liabilities)
Non-capital losses carried forward	2,214,000	78,000
Share issuance costs	19,000	-
Total gross deferred income tax assets	2,233,000	78,000
Unrecognized deferred income tax assets	(2,128,000)	(78,000)
Net deferred income tax asset (liabilities)	105,000	–
Intangible assets	(694,000)	–
Net deferred income tax asset (liabilities)	(589,000)	–

As at December 31, 2017, the Company had non-capital losses carried forward of approximately $7,829,000 (2016 - $292,000) which may be applied to reduce future years’ taxable income.

30

TOWER ONE WIRELESS CORP.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017, 2016

And the period from incorporation on December 30, 2015 to December 31, 2015

(Expressed in Canadian Dollars)

13. ECONOMIC DEPENDENCE

For the year ended December 31, 2017, all the sales were generated by three customers (2016 - two customers, 2015 - none). The loss of this customer could have a material adverse effect on the Company’s financial position and results of operations.

During the year ended December 31, 2017, the Company had revenue from three customers representing 100% (2016 - 100%, 2015 - N/A) of total revenues for the year.

14.      SUPPLEMENTAL CASH FLOW INFORMATION

			Period from
			incorporation on
			December 30,
			2015 to December
	2017	2016	31, 2015
	$	$	$
Cash paid for interest	24,399	-	-
Cash paid for income taxes	-	-	-
	24,399

15. SEGMENTED INFORMATION

The Company has three operating segments, which are the locations in which the Company operates. The reportable segments are the Company’s Argentinian, Colombian, and American operations. A breakdown of revenues, short-term assets, and long-term assets for each reportable segment as at and for the year ended December 31, 2017. As at December 31, 2016 and 2015, the Company had one operating segment, Colombia.

2017	United States	Argentina	Colombia	Total
	$	$	$	$
Revenues	16,737	65,061	118,700	200,458
Current assets	5,339	111,773	108,653	225,765
Non-current assets	35	2,525,290	355,806	2,881,131

16. COMMITMENTS

The Company is committed to construct 50 towers in Argentina as described in Note 4.

17. SUBSEQUENT EVENTS

(i)	On April 3, 2018, the Company entered into an acquisition agreement with a Mexican-based private tower Company.
(ii)	On February 2, 2018, the Company announced a proposal to spin out its 70% owned subsidiary as a separate entity.
(iii)	The Company issued 8,665,201 common shares pursuant to the exercise of warrants for gross proceeds of $2,166,300.

31

EX-4.5

Exhibit 4.5

CREDIT AGREEMENT

This credit agreement is made on the day of March 31, 2017 by and among, HUGO OCHOA, a resident of Miami, Florida. Hereinafter known as “Lender”.

and

TOWER ONE WIRELESS 600 - 535 Howe Street. ,Vancouver BC. V6C 2Z7 (Canada) Hereinafter known as “Borrower”.

Borrower and Lender shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under the Credit Agreement, the entire document must be read as a whole.

CREDIT TERMS

The Borrower and Lender, hereby further set forth their rights and obligations to one another under the Credit Agreement and agreed to be legal bound as follows:

Loan Payment Terms: Borrower to pay $300.000 US Dollars to Lender, plus 24% annual interest for the life of the loan. Payment of the principal loan and accrued interests shall be due 120days from the date of execution of this agreement. If the loan is not paid on the due date, the Borrower will pay a monthly penalty fee of 10 % of the principal loan, and continue paying the accrued interest. This Loan will also be repayable in 360 Days from reception of Wire. In addition to the Interest Rate the Tower One Wireless Inc. will also issue 300,000 Stock Options at a Deemed Value of .25 (CAD). The term of these Options is 24 Months from Issue Date.

Demand by Lender: This is a “demand” loan agreement under which borrower is required to pay back in full the entire outstanding Loan Balance within 15 days of receiving a written demand from Lender or full repayment of the Loan Balance. Delivery of the written notice by Lender to Borrower via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery.

Method of Loan Payment: The Borrower shall make all payments called for under this loan agreement by wire transfer, according to the information included on EXHIBIT A.

Default: The occurrence of any of the following events shall constitute a Default by the borrower of the terms of this loan agreement:

• Borrower’s failure to pay any amount due as principal or interest on the date required under the loan agreement

• Borrower seeks an order of relief under the Federal Bankruptcy laws

• Borrower becomes insolvent

Exclusive Jurisdiction for Suit in Case of Breach: The parties, by entering into this agreement, submit to Jurisdiction in Canada for adjudication of any disputes and/or claims between the parties under this agreement. Furthermore the parties hereby agree that the courts of Vancouver, Canada shall have exclusive jurisdiction over any disputes between the party’s relatives to this agreement, whether said disputes sound in contract, tort or other areas of the law.

State Laws: this agreement shall be interpreted under, and governed by, the laws of Canada

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, Borrower and Lender affix their signatures hereto.

EX-4.6

Exhibit 4.6

SHARE PURCHASE OFFER
EVOLUTION TECHNOLOGY SA

Buenos Aires, March 30, 2017

Sirs
Juan Carlos Galindo
Agustín Schweizer
Astrid Maulhardt By
hand

The undersigned, Victor Hugo Quevedo, in his capacity as President of Tower 3 SA (hereinafter referred to as the "Buyer") and on behalf of the same, I am pleased to address you Juan Carlos Galindo, Agustín Schweizer, and Astrid Maulhardt, in order to forward you the present irrevocable offer for the sale of shares of EVOLUTION TECHNOLOGY SA (hereinafter, the "Offer").

This Offer will have a validity of 5 days counted from its date of issue and will be considered accepted if you deliver to the Notary Gabriel Jonathan Buznick, with address in Perón 555 piso 2, contrafrente, CABA (hereinafter the "Notary") a communication addressed to the Buyer informing the bank accounts to which the transfer or payment of the price of the shares to which the Offer refers (the "Communication of Transfer Accounts") must be made. The Notary will sign satisfactory receipt of the mentioned delivery and receipt.

1

REVERSE BLANK [SEAL AND INITIALS]

Once this Offer is accepted in the terms indicated, it will be considered to be a binding agreement for the Parties subject to the terms and conditions described in Appendix A.

In the event that, within the period indicated in the previous paragraph, all sellers do not subscribe and deliver to the Notary the Communication of Transfer Account, this Offer shall be deemed not accepted without any legal effect.

Sincerely.

[SIGNATURE]

Víctor Hugo Quevedo
TOWER 3 SA
President

CERTIFIED IN SEAL/S

No. F013511534

CABA MARCH 30, 2017

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REVERSE BLANK [SEAL AND INITIALS]

APPENDIX A

This Offer of Purchase and Sale of Shares (the "Offer" or "Agreement") is made on one side by

i) Juan Carlos Galindo, domiciled at Esmeralda 3120, piso 1, Oficina A of the Autonomous City of Buenos Aires (C1007ABT) (hereinafter "Galindo");

ii) Agustín Schweizer,domiciled at Esmeralda 3120, piso 1, Oficina A of the Autonomous City of Buenos Aires (C1007ABT) (hereinafter "Schweizer"); and,

iii) Astrid Maulhardt, domiciled at Esmeralda 3120, Piso 1, Oficina A of the Autonomous City of Buenos Aires (C1007ABT) (hereinafter "Maulhardt") and together with Galindo and Schweizer collectively and indistinctly referred to as "Sellers" or "Shareholders" and each individually "Seller" or "Shareholder"); and,

And on the other side,

Tower 3 SA, a public limited company duly organized in accordance with the laws of the Argentine Republic, domiciled in Tte. General Perón 555, 2 piso, of the City of Buenos Aires, registered in the Public Registry of Commerce of the City of Buenos Aires on December 13, 2016, under the number 24487 of Book 82 Volume - of the Book of Stock Companies (hereinafter referred to as the "Buyer").

C O N S I D E R I N G :

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REVERSE BLANK [SEAL AND INITIALS]

i) WHEREAS the Sellers hold 100,000 (one hundred thousand) nominative non-endorsable common shares, each with a nominal value of one peso ($1), representing 100% of the capital stock and voting rights of Evolution Technology SA, a corporation incorporated In accordance with the laws of Argentina, with address at Avenida Raúl Scalabrini Ortiz 1355, Autonomous City of Buenos Aires, Argentina, and registered in the General Inspectorate of Justice under o. 4161 (hereinafter "EVOTECH" or the "Company"), and according to the following detail: Galindo holds 50,000 (fifty thousand) non-endorsable registered common shares, each with a nominal value of one peso ($1), representing 50% of the Company's share capital and voting rights (the "Galindo Shares"), Schweizer owns 19,000 (nineteen thousand) non-endorsable registered common shares with a nominal value of one peso ($1( each representing 19% of the share capital and votes of the Company (the "Schweizer Shares") and Maulhardt is Holder of thirty-one thousand (31,000) nominative non-endorsable common shares, with a nominal value of one peso $1, representing 31% of the Company's capital stock and votes of the Company (the "Shares").

ii) Whereas each of the Sellers wishes to sell and transfer to the Buyer and the Buyer wishes to acquire and receive from each of the Sellers sixty-five percent (65%) of the shares issued by EVOTECH owned by the Sellers, subject to the terms and conditions provided herein.

THEREFORE, by virtue of the agreement between the parties, the Sellers and the

Buyer agree as follows:

Article 1. Purchase and Sale of Shares Sold. Closing Date.

1.1. Each Seller is hereby required to sell, transfer and deliver to the Buyer and the Buyer hereby agrees to acquire and receive from each of the Sellers on the Closing Date (as defined in Article 1.3. below ), Sixty-five percent (65%)

REVERSE BLANK [SEAL AND INITIALS]

of all the shares issued and outstanding of EVOTECH owned by each Seller, which together total 65,000 Shares of the Company, representing sixty-five percent (65%) of the Company's share capital and of the votes of the Company pursuant to the following detail (hereinafter the shares of the Company sold as a result of this document are referred to as the "Shares Sold"):

i)	41,250 Shares of Galindo, representing 41.25% of the capital stock and the votes of the Company;
ii)	10,250 Shweizer Shares, representing 10.25% of registered capital and the votes of the Company;
iii)	13,500 Shares of Maulhardt, representing 13.50% of the capital stock and the votes of the Company;

1.2. The ownership, legal title, possession and all rights of any nature corresponding to the Sold Shares will be transferred from the Sellers to the Buyer on the Closing Date.

1.3. Unless otherwise agreed in writing by the Sellers and the Buyer, the Closing Date shall be March 31, 2017 (hereinafter the "Closing Date" or "Close") and in the event that the conditions of the Closing are not fulfilled on the Closing Date, this document shall automatically terminate.

Article 2. Purchase Price.

2.1. Purchase Price: As consideration for the sale, transfer and delivery of the Shares Sold, the Buyer will pay the Sellers a total purchase price (hereinafter the "Purchase Price") of US $350,000 (three hundred and fifty thousand United States dollars), (this sum, the "Cash Price") (such shares, "Price in Shares"). The Purchase Price will be distributed among the Sellers as follows: (before the sale

REVERSE BLANK [SEAL AND INITIALS]

provided herein), so that Galindo will receive US$ 83,558.13 (US Dollars eighty-three thousand five hundred fifty-eight and thirteen cents) of the Purchase Price and Schweizer and Maulhardt will receive the balance, as a whole, that is to say US$ 266,441.87 (US Dollars two hundred sixty and six thousand four hundred forty-one and eighty-seven cents). The Sellers declare that they have nothing to claim to the Buyer or to each other for the distribution of the purchase price of the Shares of their property.

2.2. The Buyer will pay the Selling Price to the Sellers on the Closing Date in payment, against and simultaneously with the transfer in their favor of the property, legal title and possession of, and all rights of any nature with respect to, the Shares Sold, free of any encumbrance, and according to the following detail:

2.2.1. Payment of the Cash Price: The sum of US$ 350,000 (US Dollars Three Hundred and Fifty Thousand) will be paid by transferring or depositing such amount into the bank accounts that are indicated separately in the Communication of Transfer Accounts (the "Payment Account"). The Sellers accept that by paying in said accounts of said Cash Price on the part of the Buyer the obligation of payment of said Price in Cash will have been fulfilled, with distribution of the sums of the Cash Price that Correspond to each of them corresponding to the Sellers exclusively.

Article 3. Payment of Operating Expenses of EVOTECH and Debt with Rojo

Resources Ltd.

3.1. On the Closing Date, the Buyer will also transfer to EVOTECH the sum of US$ 400,000 (US Dollars six hundred and fifty thousand). The referred payment will be made by means of a bank transfer to the bank account of the Company indicated in Annex 4.18 of this document and will be applied

REVERSE BLANK [SEAL AND INITIALS]

by the Company for the payment of operating expenses and advances of works, including those indicated in Appendix 3.1 of this Contract. In addition, the Buyer must transfer to EVOTECH the sum of US$ 250,000 (US dollars two hundred and fifty thousand) no later than April 17, 2017. In guarantee of such payment, the Buyer will deliver on the Closing Date to the sellers a check to the order of EVOTECH for the equivalent in pesos of the aforementioned amount, which for the aforementioned purposes is set at $ 3,950,000 (Pesos Three million nine hundred and fifty thousand). Likewise, the payment commitment is guaranteed through the pledge of shares referred to in clause 7.2 hereof.

3.2. The Parties acknowledge that the Company has received in loan the amount oftwenty thousand (US $ 2,000,000) from Rojo Resources, Ltd., a company incorporated and existing in accordance with the laws of Canada (such credit, the "Debt with Rojo"). Subject to the transfer to the Buyer of the Shares Sold on the

Closing Date, the Company and the Buyer will be responsible for negotiating the

repayment of the Debt with Rojo.

Article 4. Declarations and guarantees of the Sellers.

At the date of this Agreement and the Closing Date, the Sellers hereby declare and guarantee to the Buyer the following:

4.1. Capacity. Validity: Each Seller has the factual and legal capacity necessary to conclude, fulfill and execute this Contract and the obligations arising therefrom and from its signature, this Contract will create valid and binding obligations of each Seller, which must be fulfilled and executed In accordance with its terms. The performance, observance and execution of this Contract by each Seller and the performance of the transactions considered in this document (i) (subject to notice, or fulfillment of term or both) shall be valid, demandable and enforceable in relation to each Seller and the

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Company; (ii) will not violate or conflict with any Legal Requirement (as defined in sub-clause 4.14 (b) hereof) applicable to Seller or to a company controlled by the Seller.

4.2 Consent of the Spouse: The spouse of each Seller has expressly stated their consent to this Contract and the transfer of the Shares Sold, regardless of whether such consent is required by law or not.

4.3. Ownership of Shares Sold - Ownership: each Seller is the owner and exclusive proprietor of the number of Shares Sold as listed in Appendix 4.3 and the information contained in said Appendix is complete and accurate. Each Seller will transfer to Buyer on the Closing Date, as this term is hereinafter defined, subject to the terms and conditions hereof, the ownership of the Shares Sold described as the property of each seller in Appendix 4.3 hereof, free of any encumbrances (pledge, right of guarantee, or other bonus, or options for the sale of said shares), powers of attorney or any other voting agreement or of any kind, whether contractual or legal.

4.4. Constitution and validity: EVOTECH is a duly constituted corporation, validly existing and current under the laws of the Argentine Republic and has the capacity and authority to develop its business and to own, lease and operate the properties used in its business.

4.5. Capitalization: The capital stock of EVOTECH is $ 100,000 (one hundred thousand pesos), represented by 100,000 (one hundred thousand) nominative non-endorsable common shares of one vote each, with a par value of $ 1 (one peso) per share. All shares issued by EVOTECH have been validly authorized and issued, are fully integrated [subject to confirmation], are not seized and have not been issued in violation of preemptive rights or laws or regulations of Argentina. The Company has not given any

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guarantee, option, warrant, right, option to purchase, subscription, agreement, commitment or understanding of any nature, fixed or contingent that directly or indirectly: (i) requires the issuance of EVOTECH shares; or (ii) is convertible into EVOTECH shares or grants rights to acquire EVOTECH shares; or (iii) obligates EVOTECH to grant, offer or enter into any of the aforementioned; or (iv) relates to votes or to control of EVOTECH's shares.

4.6. Financial Statements: EVOTECH's financial statements have not been completed as of the closing date.

4.7. Tangible and intangible assets:

4.7.1 The sale of the Shares Sold by the Sellers pursuant to the present shall effectively transfer to the Buyer the business, including all tangible and intangible assets and the properties of EVOTECH.

4.7.2. All the machinery and equipment and other tangible assets owned or used by EVOTECH are detailed in Appendix 4.7.2. of this document. All such fixed assets are in good operating condition and in good general condition and are adequate for the development of the EVOTECH business. There are no mortgages, pledges, embargoes, other warranties, ownership restrictions, conditional sales or promises of sale or other rights of third parties with respect to such assets.

4.8. Inventory: The EVOTECH inventory is included as Annex 4.8.

4.9. Labor contracts, benefits, labor relations and aspects of social security:

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(a) Appendix 4.9 (a) hereto contains a complete list of EVOTECH staff with their respective remuneration and the seniority corresponding to each.

(b) Annex 4.9 (b) indicates the amounts corresponding to its personnel that EVOTECH has not paid in compliance with all the laws and regulations applicable in Argentina related to the employment of workers, including without limitation those related to collective bargaining agreements and to the payment and withholding of taxes and social security contributions and any other of any nature and cause required by the laws, regulations or agreements that correspond to carrying out or retaining in respect of any remuneration or other concept with respect to its personnel.

(c) There are no claims for wages, or for occupational accidents or occupational diseases, or claims for commissions or any other labor, social security or tax claim (other than those indicated in Annex 4.9 (b) hereto, which identifies the contingencies in each case) that can be enforced against EVOTECH by any of its employees. There are no pending or foreseeable disputes between EVOTECH and any union.

4.10. Contracts: Annex 4.10. of this document contains a list of the main contracts in which EVOTECH is a party. With the exception of those mentioned in Annex 4.10. of this document, EVOTECH is not part of or linked by:

(a) Contracts for the future sale, purchase or rental of materials, raw materials or equipment for amounts in excess of US $10,000 (ten thousand US dollars) as a whole or contracts with a term of more than six (6) months counted from the date of their conclusion, except for finished goods for sale in the ordinary course of business under the usual terms and conditions.

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(b) Agreements, contracts, fiduciary agreements or other instruments for money lending or to guarantee any obligation arising from borrowing money;

(e) Agreements with any person or business entity conducting business within or outside Argentina that refers to participation in commissions, fees or other present or future income;

(d) Partnership or participation agreements, price agreements except for current price levels, supply or manufacturing agreements, non-compete agreements, consultancy or service agreements, agreements with EVOTECH officials, directors or shareholders or their relatives, or of companies related to or affiliated with the Sellers, agreements with companies now linked and other agreements;

(e) Distribution, concession, agency, sales representation, franchise agreements or any other agreements of a similar nature;

(g) Agreements related to the EVOTECH shares;

(h) Employment agreements with any director, executive, manager or employee that cannot be terminated through the application of the labor or social security laws of Argentina;

(i) Agreements relating to bonuses, remuneration or incentive awards, deferred compensation, termination benefits, pensions, profit sharing, retirement schemes, hospitalizations, unemployment benefits, stock options, or other special plans of compensation or of occupational or pension benefits applicable to present or past employment, any employee or with

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shareholders, directors or officers of EVOTECH, including without limitation, retirement benefits, medical and others payable or in force after the date of termination of employment;

(j) Collective bargaining agreements;

(k) Agreements with employment agencies for the employment of personnel in EVOTECH of such duration that may generate labor or social contingencies to EVOTECH; or

(i) Any agreement concluded outside the ordinary course of business or for an unusual amount or duration.

4.11. Legal aspects: With the exceptions provided in Annex 4.11 of this document to date:

(a) There is no claim, action, lawsuit, litigation, investigation or proceeding pending or foreseeable against or affecting EVOTECH or any of its properties or rights, before any court, arbitrator or governmental, administrative or judicial entity or agency. EVOTECH is not subject to judgments, decrees, orders or resolutions of any governmental, administrative or judicial authority. EVOTECH is not subject to claims, which in total, if they were decided against it, could have an Adverse Material Effect.

(b) EVOTECH's business has been and is being conducted strictly in compliance with all laws, regulations, ordinances, rules and other requirements of all governmental, administrative or legal entities ("Legal Requirements") applicable to EVOTECH or any of its businesses or properties in the jurisdictions in which they are located, with the exception of the procedure for the installation of towers in which

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both Parties accept that EVOTECH has begun the installation of the same with the mere entry of the procedure for requesting ratings and permits.

(d) EVOTECH has received no notification that indicates any breach of any Legal Requirement or Permit.

4.12. Taxes:

(a) Except for Contributions to Social Security, EVOTECH has submitted and made all the required federal, provincial and municipal presentations, forms, reports and tax returns in each of the respective jurisdictions in which it operates and all such presentations, forms, reports and tax returns are true and accurate and adequately reflect the tax obligations of EVOTECH.

(b) Except for Contributions to Social Security, EVOTECH has paid all taxes and any penalty and interest thereon, in accordance with said declarations or with applicable laws and regulations or with any determination received by EVOTECH. In relation to the Stamp Tax, the Buyer exempts Evotech from any liability for its non-payment in the cases in which the agreements with third parties have been implemented through the tender letter modality, such contracts being only those identified in Appendix 4.10. (b), not exempting the Buyer from such liability in relation to contracts not identified in said appendix.

(c) No adjustment to tax returns or in relation to tax payments has been demanded, claimed, proposed or suggested by the Federal Public Revenue Administration ("AFIP") or other national, provincial or municipal tax offices or agencies.

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(d) As used in this document, "taxes" mean all taxes, fees, contributions or other payments, including but not limited to income taxes, value added, assets, import, export, deductions, sales, gross income, assets and provisional taxes or taxes imposed by the government of Argentina, or by any province or municipality of Argentina or by any agency or subdivision of Argentina or by any foreign tax authority with jurisdiction over any of EVOTECH's operations.

4.13. There is no termination, cancellation, limitation, modification or change in the business relationship of EVOTECH with any of its listed customers or suppliers, or any outstanding or potential controversy with any of them, except those listed in Annex 4.13.

4.14. Powers of Attorney: Appendix 4.14. Contains a complete list of the powers granted by EVOTECH to date. All other powers of attorney granted by EVOTECH have previously been duly revoked and, in relation to powers registered in the Public Registry of Commerce, said revocation has been duly registered in the Public Registry of Commerce of the City of Buenos Aires or in the corresponding jurisdiction.

4.15. Absence of Hidden Liabilities: EVOTECH has no other liabilities of any nature (whether known or unknown, declared or hidden, due or subject to a term or condition, accrued, absolute, contingent or otherwise) than (i) Debt with Rojo; (ii) current liabilities generated from the beginning of its activities in the ordinary course of business and in accordance with past practice, which, individually or in their entirety, do not have a Significant Adverse Effect (as defined below), and (iii) liabilities specifically listed in Appendix 4.15 of this Agreement.

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4.16. Absence of Unusual Transactions: EVOTECH has not entered into any transaction outside the ordinary course of business.

4.17. Absence of Significant Adverse Effect. Development of Commercial Activities:

(a) For all purposes of this Agreement, a Significant Adverse Effect shall be understood to mean any change or effect on EVOTECH (including its business activities) that is or is reasonably likely to be, individually or with other changes or effect, materially adverse to the activities (whether financial or otherwise) or prospects of EVOTECH in an amount in excess of US$ 100,000 (one hundred thousand US dollars).

(b) Since the date of commencement of the Company's activities, there have been no transactions that could have a Significant Adverse Effect and there is no contingency reasonably foreseeable herein that could have a Significant Adverse Effect in relation to EVOTECH.

(c) Notwithstanding the foregoing, and except as indicated in Annex 4.17. (c) hereto, from the date of commencement of the Company's activities, there has been (i) no transaction or other act has taken place, outside the ordinary course of business and in accordance with past practice, or (ii) no declaration, separation or payment of dividends or distributions on the capital of EVOTECH (either in cash or in kind) (iii) any sale or other disposition of any right, title, or interest in, or in respect to, any assets or (iv) no general increase in the remuneration or benefits payable to any class or group of employees of EVOTECH, of the amounts payable by EVOTECH to its shareholders or to its directors, officers or any of its employees, or (and) no bonus, reward for services, compensation to percentage or other benefit paid, granted or accrued in favor of its employees, officials or

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current or past directors, or (vi) no assumption or creation of indebtedness for money received by EVOTECH, including any guarantees, (vii) no changes in accounting principles or tax methodology for Argentine taxes or (viii) no change in the authorized or issued capital of EVOTECH or no issue of bonds, convertible bonds or other securities, whether convertible into shares or not.

4.18. Bank Accounts:

Annex No. 4.18 contains a list of all the bank accounts opened in this document by EVOTECH and a list of the authorized signatures with respect to each one of said accounts, indicating the powers of attorney granted to that effect. Annex 4.18 includes a list of all checks issued and not paid by banks to date, with a detail of the paying bank, date of issue, beneficiary and amount of each check. No new checks will be issued after the signature of this document except the check or checks for paying the following invoices of MER Infrastructure SA: (i) No. A0004-00002826, dated 03/17/2017, for the sum of $ 440,602.36 (PESOS FOUR HUNDRED AND FORTY THOUSAND SIX HUNDRED AND 36/100) (ii) No. A0004-00002827, dated 03/17/2017 for the sum of $ 480,558.25 (PESOS FOUR HUNDRED AND EIGHTY THOUSAND FIVE HUNDRED FIFTY-EIGHT WITH 25/100); (Iii) No. A0004-00002711, dated 01/26/2017, for the sum of $ 604,032.00 (PESOS SIX HUNDRED FOUR THOUSAND THIRTY-TWO); and the sum of $ 604,032.00 (PESOS SIX HUNDRED AND FOUR THOUSAND THIRTY-TWO), the issuance of which is expressly authorized by the Buyer, in writing and in advance.

Clause 5. Declarations and Warranties of the Buyer.

The Buyer declares and guarantees to the Sellers the following:

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(a) Corporate Aspects of the Buyer: the Buyer is a corporation incorporated under the laws of Argentina, which is registered with the General Inspectorate of Justice

(b) Powers, authorizations and consent: The Buyer enjoys the factual and legal capacity necessary to conclude, fulfill and execute the contract and the obligations arising therefrom. The execution, fulfillment and execution of this Contract is in accordance with the Bylaws of the Buyer.

Clause 6. Intermediaries.

The Buyer represents and warrants to the Sellers that neither the Buyer nor any of its affiliates, nor any of its directors, officers or employees, and the Sellers declare and. Guarantee to Buyer that neither the Company nor any of its directors, officers, employees or agents, nor the Sellers nor any third party representing the Sellers or the company, has employed any intermediary or broker or incurred or will incur any fee, commission or expense through intermediation, brokerage or similar in relation to the transactions provided for in this Contract.

Clause 7. Commitments of Sellers.

The Sellers hereby commit to the following:

7.1. Confidentiality:

The Sellers and the Buyer are bound, for a period of 5 years from the date of signing this Agreement, to keep confidential and not to use, disclose, or communicate to any third party, in any way, any information related to the Commercial activities of EVOTECH, its assets, customers,

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suppliers, technology, equipment, methods, designs, and any other aspects relating to the EVOTECH business, whether directly or indirectly. The Sellers also acknowledge that such data belong to the Company.

7.2. Non-Compete

For a period of 5 years from the Closing Date, none of the Sellers may, directly or indirectly, carry out, participate in, organize, interest in, or otherwise benefit in Argentina from activities in competition with the Company or from companies carrying out activities in competition with the Company. The foregoing obligation shall not prevent Galindo and the other Sellers from complying with the commitment of consultancy, assistance and cooperation provided for in this Contract.

7.3. EVOTECH Board

The Sellers shall have the right to designate one-third of the vacancies on the EVOTECH board, provided that the Sellers become holders of at least 20% of EVOTECH's capital stock, for which the Buyer undertakes to modify the Bylaws in that regard, within ____ days of accepting the present Offer.

7.4. Remuneration of staff

As of the date hereof, the remuneration of directors, officers and employees of the Company shall not be increased by reason of any action by the Sellers or the Company up to and including the Closing Date.

7.5. Ordinary Course of Business:

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From the present date until the Closing Date, the Sellers will cause the directors, officers and employees of EVOTECH to manage the Company under the supervision of the Buyer in order to keep it informed of the same and to require during said period the Buyer's prior approval of any significant business decision, all within the ordinary course of business.

7.6. Sale of the Common Stock of Tower One:

The Sellers will not sell the Tower One Shares they receive pursuant to this Contract in violation of the applicable laws or regulations applicable to such Tower One Shares. Notwithstanding this, the Buyer declares and warrants that the Tower One Shares are freely available and that therefore they may be sold at any time by the Buyers or by third parties related to the Buyers.

7.7. Operating Expenses:

The operating expenses listed in Appendix 3.1 of this Contract are the only expenses and liabilities that will be owed by EVOTECH at the Closing Date. As of the date of this Offer, EVOTECH will not make any additional operating expenses that are not listed in Appendix 3.1 without the prior approval of the Buyer, approval that will not be unreasonably withheld or delayed.

7.8. Capital Expenditures and Provisions:

As of the date hereof, EVOTECH will not make any capital expenditure or dispose of any of its assets, rights and things, without the prior approval of the Buyer.

7.9. Notice of Transfer:

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At the Closing Date, the Sellers must deliver all notifications and communications required by law to ensure the transfer of the shares sold to Buyer and the proper registration of such transfer in the books of the company and the issuance of the shares certificates that correspond to the transfers provided for herein.

Clause 7.Bis Commitments of the Buyer.

7.1.bis. Investment Commitment:

a) Scope of the Investment Commitment; The Buyer irrevocably undertakes to contribute to EVOTECH the funds necessary for EVOTECH to construct 50 (fifty) towers, 34 (thirty-four) of which are identified-in Annex 7.1.bis with the remaining 16 (sixteen) being the first towers to be assigned by Claro or Telecom Argentina SA in the contract to be entered into with those providers (the "Additional Towers"), and up to the sum maximum total of US$ 3,500,000 (US dollars three million five hundred thousand), provided that: (i) there is a valid framework contract with the provider of technological services of information and communications (TIC) Claro or Telecom Argentina S.A. for which it contracts with Evotech for the use of the towers of Appendix 7.1 bis (and the Additional Towers) and individual contracts with the same TIC provider that provide a remuneration to EVOTECH for the lease or location of said towers; (ii) the Site Acquisition Report (SAR) and signed by EVOTECH and Claro Annex A and B of the Framework Agreement subscribed with Claro or its equivalent by Telecom; (iii) the agreements and other acts that were legally required for its installation and operation have been obtained; (iv) the procedures for request for administrative authorization for the installation and operation of the towers have been initiated; and (v) there is no resolution that prevents the installation and operation. Hereinafter, the conditions set out in points (i), (ii) and (iii) are called together as

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"Precedent Disbursement Conditions". The prior investment commitment will be effective until June 30, 2018 (the "End Date of the Investment Commitment").

Obligations of the Buyer and the Sellers in relation to the Investment Commitment: The Buyer undertakes to cause EVOTECH to continue with the normal and usual tasks aimed at identifying sites and obtaining compliance by Claro and Telecom and the competent authorities for the construction of the Towers mentioned above. This will in no way impede the development of the activities of EVOTECH and the Sellers in order to avoid their responsibility to finance the number of towers mentioned. In relation to the Investment Commitment, the Sellers will have their sole responsibility and will do their best to initiate the application for the construction permits of the 50 (fifty) towers in order to provide the services to be remunerated according to the framework and individual contracts entered into by EVOTECH with the ICT services provider, as well as the obtaining of the Precedent Disbursement Conditions, within a period from the Closing Date to the Completion Date of the Investment Commitment, without prejudice of the authority of EVOTECH and of the Buyer to act by themselves the initiation of such requests and obtaining the Precedent Disbursement Conditions. The obligation of Sellers is an obligation of means and not of results.

c) In accordance with the commitments assumed, EVOTECH shall have initiated, on the basis of the actions carried out exclusively by the Sellers and prior to the Completion Date of the Investment Commitment, the application for the permits for the construction of the towers, as well as obtaining by virtue of the performance of the Sellers, the Precedent Disbursement Conditions for each of the fifty (50) towers described herein. In the event that, on the Completion Date of the Investment Commitment, no such requirements were achieved with respect of the 50 (fifty) towers, that commitment shall cease in relation to the towers with respect to

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which the request of the permissions of construction of the towers had not been initiated, as well as to have obtained the Precedent Conditions of Disbursement, consequently reducing the maximum amount of the commitment of contribution of funds by the sum necessary for EVOTECH to construct those towers In respect of which such requirements have been achieved within the period indicated. Notwithstanding the foregoing, the share pledge provided for in Article 7.2 below shall cease to be effective as of December 31, 2017.

d) The Buyer shall comply with its obligation to disburse the funds within 20 (twenty) working days of the fulfillment of the Precedent Conditions of Disbursement for each of the towers, by simply sending the documents of proof of compliance with the Precedent Conditions of Disbursement to the Director of the Company chosen by the Sellers. The Buyer expressly agrees that the sending of such documents, and the request for funds made by the Director of the Company chosen by the Sellers are valid and binding for the request of the funds.

e) The default in the fulfillment of the obligations assumed in this clause will be automatic.

7. 2.bis. On the Closing Date and simultaneously with the transfer of the Shares, the Buyer shall constitute a pledge in favor of Sellers in order to guarantee the fulfillment of the investment obligation provided for in point 7.1a above, in the terms of the contract set out in Annex 7.2 bis, which shall include the partial release of the pledged shares as the investment commitment is fulfilled. Said pledge will be valid until December 31, 2017.

7.3.bis. The Buyer agrees and acknowledges that the Sellers will not see their shareholding in EVOTECH liquefied due to the contributions established in Article 3 to cover operating expenses and until

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investment committed in accordance with point 7.1.bis above. For such purposes, the Buyer undertakes to implement the corporate acts necessary for the fulfillment of said obligation either through the capitalization with the issue premium or through the transfer of shares of its property in favor of the Sellers.

Clause 8. Indemnity Guarantees.

8.1. Indemnification by Sellers:

8.1.1. The Sellers hereby agree and jointly and severally indemnify and hold harmless the Buyer, its directors, officers and employees, and EVOTECH, its directors, officers and employees (for the purposes of this clause 8 all jointly referred to as the indemnifiable Person) with respect to any and all costs, losses, liabilities, expenses (including attorney's fees and litigation expenses), damages, lawsuits, actions or claims (any of said events referred to hereinafter, whether in the singular or in plural, Such as "Liabilities" or "Contingent Liabilities" .or "Pre-existing Liabilities") that arise or are related to:

(a) Violation of declarations, warranties or commitments: any violation of the declarations, warranties or commitments of the Seller and / or of EVOTECH contained herein or related to the present document or for the failure of the Sellers and / or EVOTECH to comply with any of their obligations hereunder; or

(b) Hidden Liability: all of the liabilities and obligations of EVOTECH to the extent that such Liabilities and obligations are not reflected or there are provisions in relation thereto in (i) the Unaudited Financial Statements, or (ii) the Appendices hereto; or (iii) Are different from the Debt with Rojo.

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(c) Labor, Tax and Social Security Contingencies: any liability arising out of or relating to contingencies arising from non-compliance with labor, tax and / or social security obligations and regulations, which is related to or is based on any fact or event prior to the Closing Date, without regard to the date on which the respective Liability is demanded or demandable or the demand or claim is made, provided they are not listed in any of the Appendices to this Offer.

8.2. In the event that any action or proceeding is initiated against the Indemnitee, the Sellers shall have the right to participate in such action or proceeding including, without limitation, the right to assume defense against such action or proceeding with the legal assistance that the Sellers may choose, all in the event that the Sellers assume unconditionally and irrevocably the obligation to indemnify the Buyers or the party who proves to be indemnifiable Person for those concepts. Notwithstanding all this, it is established that the legal assistance that the Sellers choose must be satisfactory for the indemnifiable Person, who cannot unreasonably object to the choice of the Sellers.

8.3. Payment of Compensation - Right to Compensation:

8.3.1. Any payment that Sellers must make to Buyer in accordance with the indemnity included in clause 8.1. shall be made within ten (10) business days of the receipt by the Sellers of a written notice from the Buyer (the "Notice of Indemnity"), which shall take place after observing the procedure established in clause 8.2 above, which will indicate the amount payable by the Sellers and the cause that entitles the Buyer to demand such compensation pursuant to this document. In respect of such amounts to be received from the Sellers in the nature of compensation, the Buyers shall be entitled to compensation in relation to any amount included in the

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investment commitment provided in clause 7.1 hereof or owed to the Sellers under this Contract or for any other cause.

Expiration:

The Seller's indemnification obligation for all matters referred to in clauses 8.1. and 8.2. shall remain in force for a period of two years, counted from the date of acceptance of the Closing Date.

Clause 9. Conditions Precedent to the Obligation of the Buyer to Close the Purchase.

The obligations that the Buyer must fulfill on the Closing Date and the same determination of the Closing of the purchase of the Shares Sold will be subject to the simultaneous compliance with the following Conditions Precedent:

9.1. All EVOTECH directors will have submitted their resignations from their positions (including waiver of any fees that may apply) and such waiver, effective as of the Closing Date, will be accepted by the Minutes of a Meeting of EVOTECH, which will approve the actions of the resigning parties and will elect new members of the Board in replacement of the departing ones according to the instructions that the Buyer gives in writing to the Sellers before the referenced Meeting and contemplating the right of the Sellers to appoint a third of the board to be chosen.

9.2. All powers listed in Appendix 9.2. shall have been revoked with effect as of the Closing by a resolution of the current EVOTECH Board. Such revocation shall not be necessary in respect of the proxies who have resigned their powers prior to the aforementioned Board of Directors meeting, which shall accept instead such resignations with effect on the Closing Date.

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9.3. EVOTECH will not waive any of its rights of importance in relation to its rights.

9.4. At Closing, the Sellers will be the owners of the Sold Shares.

9.5. The Sold Shares shall not be subject to any lien, encumbrance, seizure, actual right of guarantee except for the constitution of the pledge referred to in clause 7.2.bis.

9.6. At the Closing Date, all representations and warranties made by the Sellers in this Agreement shall be true and correct in all respects.

9.7. All the commitments established herein that must be fulfilled prior to the Closing Date or on such date shall have been complied with.

9.8. No adverse change of significance shall be recorded in EVOTECH's activities and / or EVOTECH's financial situation or financial results, including, without limitation, any breach of existing debts or the initiation or threat of insolvency or bankruptcy proceedings.

9.9. The Sellers will guarantee that all corporate and accounting books and all the records and documentation required by Argentine law of EVOTECH, including checkbooks and home banking codes (those that will be the responsibility of the new Board upon delivery) will be made available to the Buyer on the Closing Date.

The Seller shall give Buyer and its representatives full access to all major assets, books, records, accounts, folders, software and all other documentation and IT data

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Information, materials and information of EVOTECH in order to allow the Buyer to carry out the examinations and inquiries that it considers appropriate in relation to the present transaction.

9.10 The purchase of the Sold Shares shall have been approved by the regulator, stock exchange or self-regulated market with jurisdiction over the Buyer or over whom it exercises control, directly or indirectly, of the Buyer

9.12. The contract (framework and individual) between EVOTECH and Claro will remain fully valid and no non-compliance with the provisions thereof should be recorded.

If the foregoing conditions have not been fulfilled or have been dispensed in writing by the Buyer, the Buyer shall not be obligated to purchase the Sold Shares, without incurring any liability for this in relation to the Seller or EVOTECH.

The obligations that the Sellers must fulfill on the Closing Date and the same determination of the Closing of the purchase of the Shares Sold will be subject to the simultaneous compliance with the following Conditions Precedent:

9.13. The payment by the Buyer of the corresponding consideration to be paid on the Closing Date in accordance with this document.

9.14. The granting of the pledge provided for in clause 7.2 bis.

Clause 10. General Provisions.

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10.1. Notifications: All notifications and communications required or permitted herein shall be made by means of the addresses indicated below, or to the addresses that the Parties may establish in the future, by informing the other Party in writing to the other Party by a reliable means, and shall be effective upon the date of receipt by the addressee of such communication.

(a)	To the Buyer:
	Tower 3 SA
	Peron 555, piso 2
	C1038AA, CABA
	Argentina
(b)	To the Sellers:
	Esmeralda 1320, Piso 1, Oficina A
	C1007ABT CABA
	Argentina
	Attn: Dr. Martín Davicino

10.2. Integral Agreement: This Agreement (including its Annexes) contains the total agreement of the Parties with respect to the operations contemplated herein and supersedes, without effect, any prior commitment relating to such operations. There are no other restrictions, agreements, promises, guarantees, commitments or obligations in relation to the operations contemplated herein than those included herein.

10.3. Assignments: This Agreement and its provisions shall be binding upon the parties and their successors. This Agreement may not be assigned in whole or in part without the prior written consent of the non-assigning Party.

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10.4. Fees and Expenses: Each Party hereto shall pay the fees (including attorneys' fees, those of accountants, advisers, or any other third party contracted by such Party) and expenses incurred in concluding this Contract, whether the sale and other agreements instrumented here are carried out or not executed.

10.5. Divisibility: If one or more of the clauses of this Agreement are declared to be invalid, illegal or unenforceable, the validity, lawfulness or enforceability of the rest shall not be affected by that circumstance. To the maximum extent permissible under the Applicable Law, each Party waives its right to invoke the invalidity, unlawfulness or unenforceability of any of the clauses of this Agreement.

10.6. Applicable Law and Jurisdiction. Arbitration: This Agreement shall be governed by and construed in accordance with Argentine law (without regard to the respective private international law provisions) in relation to all matters, including without limitation, its existence, validity, qualification, interpretation, scope, or termination. Any dispute arising between the parties in relation to this agreement, its existence, validity, qualification, interpretation, scope, compliance or resolution shall be finally settled by the General Arbitration Court of the Buenos Aires Stock Exchange in accordance with Regulations in force for the arbitration of law that the parties know and accept.

10.7. Confidentiality: Buyer and Sellers shall keep confidential all information of said character that has been disclosed in relation to the present purchase. Information in the public domain and that which has not been obtained from the other party to this document will not be considered confidential for the purposes of this document.

10.8. Effective Term: This Agreement shall enter into force upon signature of the Agreement by Buyer and Sellers on the day of the date (the "Effective Date"), except

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in relation to the clauses with respect to which it is established that their validity takes place on the Closing Date or Close, which shall enter into force once all the conditions indicated in clause 8 have been fulfilled.

10.10. The Appendices attached hereto have been prepared with information supplied by the Seller. Consequently, the Purchaser does not confirm or issue any opinion on said Appendices, which are the sole responsibility of the Sellers.

[SIGNATURE]

CERTIFIED IN SEAL/S

No. F013511534

CABA MARCH 30, 2017

[Seal]

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ANNEX 3.1

Operating Expenses and Advance Payments of Works

MER INFRAESTRUCTURA SA

Invoice AN A0004-00002710
Date: 1/26/2017
Location: C2420
Total: $604,032.00
For: 50% advance

Invoice AN A0004-00002711
Date: 1/26/2017
Location: C5026
Total: $604,032.00
For: 50% advance

Invoice AN A0004-00002826
Date: 03/17/2017
Location: CX041
Total: $ 440,602.36
For: Advance payment of 25%

Invoice AN A0004-00002827
Date: 03/17/2017
Location: TU038
Total: $ 480,558.25
For: Advance payment of 25%

Wages and social charges March 2017.

CERTIFIED IN SEAL/S

No. F013511534

CABA MARCH 30, 2017

[Seal]

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Appendix 4.3
Information on Shares

Juan Carlos Galindo holds 50,000 (fifty thousand) nominative non-endorsable common shares, each with a nominal value of one peso $ 1, representing 50% of the Company's capital and voting rights

Agustín Schweizer owns 19,000 (nineteen thousand) non-endorsable registered common shares, each with a nominal value of one peso $ 1, representing 19% of the capital stock and votes of the Company

Astrid Maulhardt holds 31,000 (thirty-one thousand) nominative non-endorsable common shares, each with a nominal value of one peso $ 1, representing 31% of the Company's capital and voting rights

CERTIFIED IN SEAL/S

No. F013511534

CABA MARCH 30, 2017

[Seal]

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Appendix 4.72
Tangible Assets

There are none.

CERTIFIED IN SEAL/S

No. F013511534

CABA MARCH 30, 2017

[Seal]

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Appendix 4.8

Inventory

There is none. [SIGNATURE]

Appendix 4.9 (a)

Personnel Information

Greivin Zuñiga Madrigal Remuneration:
Starting date: 19-08-2016 She resigned on that date.

Maximiliano Ale Remuneration:
Entry date: 09-16-2016

Norberto Santoro Remuneration: Seniority: 03-01-2016

Laura Chas Remuneration:
Starting date: 03-06-2016

María Victoria Llanos Remuneration:
Starting date: 09-26-2016

CERTIFIED IN SEAL/S

No. F013511534

CABA MARCH 30, 2017

[SEAL AND SIGNATURE]

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4.10

Contracts

Sites location contract

Code: C5076

Lessor: JULIA ELENA GARCIA,
Domicile: calle Perrando 1138, Longschamps, Almirante Brown, Provincia de
Buenos Aires
Term: 10 years
Monthly rent: $10.000

Code: TU038
Lessor: JUAN CARLOS GUTIERREZ,
Domicile: at 71 KM 8.5 SIN, El Grafico, Las Talitas, Tafí Viejo, provincia de
Tucuman
Term: 10 years
Monthly rent: $ 4.500

Code: BA150
Lessor: HUGO HORACIO TUDISCO,
Domicile at calle 6 Y 15 S/N, Agustina, Junín, Provincia
Term: 10 years
Monthly rent: $ 4.500

Code: BA138
Lessor: JORGE RICARDO MORENO
Domicile: calle Alfredo Palacios 445, Trenque Lauquen Provincia de Buenos Aires
Term: 10 years
Monthly rent: $ 6.000

Code: C2420
Lessor: ANGEL DANIEL SOSA and SANDRA LILIANA SOSA
Domicile: calle Máximo Zamudio 1603, Rafael Castillo, La Matanza, Provincia de
Buenos Aires
Term: 10 years
Monthly rent: $ 4.500

Code: 03249
Lessor: MIGUEL ANGEL MONTIEL
domicile at calle Carlos Casares N° 4478, Isidro Casanova, La Matanza,
Provincia de Buenos Aires

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Monthly rent: $ 5.000

CERTIFIED IN SEAL/S
No. F013511534
CABA MARCH 30, 2017

[SEAL AND SIGNATURE]

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4.11

Legal Aspects

CERTIFIED IN SEAL/S
No. F013511534 CABA
MARCH 30, 2017

[SEAL AND SIGNATURE]

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Appendix 4.13
Customers and Suppliers

Customer:
Claro

Provider:
MER INFRAESTRUCTURA SA

[SIGNATURE]

CERTIFIED IN SEAL/S      

No. F013511534

CABA MARCH 30, 2017

[SEAL AND SIGNATURE]

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Appendix 4.14.
Powers of Attorney

SPECIAL POWER OF ADMINISTRATIVE MANAGEMENT, ADMINISTRATIVE ACTION, FOR THE SIGNING OF LOCATION CONTRACTS AND EXTRAJUDICIAL ACTION AND INTERVENTION IN JUDGMENTS.

Granted by Instrument No. 113, dated November 7, 2016, before the Notary Sergio Picasso, holder of registration number 1841.

In favor of:

- María Victoria Llanos
- Greivin Horacio Zuñiga Madrigal
- Juan Carlos Galindo Wever
[SIGNATURE]

CERTIFIED IN SEAL/S
No. F013511534
CABA MARCH 30, 2017

[SEAL AND SIGNATURE]

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Annex 4.15
Liabilities

MER INFRAESTRUCTURA SA

Invoice AN A0004-00002710
Date: 1/6/2017
Location: C2420
Total: $ 604,032.00
For: 50% advance

Invoice AN A0004-00002711
Date: 1/26/2017
Location: C5026
Total: $ 604,032.00
For: 50% advance

Invoice AN A0004-00002826
Date: 03/17/2017
Location: CX041
Total: $ 440,602.36

For: Advance payment of 25%

Invoice AN A0004-00002827
Date: 03/17/2017
Location: TU038
Total: $ 480,558.25
For: Advance payment of 25%

Invoice AN A0004-00002836
Date: 3/29/2017
Location: C5026

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Total: $
604,032.00
For: Balance of 50%

Wages and social charges March 2017.

[SIGNATURE]

CERTIFIED IN SEAL/S
No. F013511534
CABA MARCH 30, 2017

[SEAL AND SIGNATURE]

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Appendix 4.17
Amendments

There is none.

[SIGNATURE]

CERTIFIED IN SEAL/S
No. F013511534 CABA
MARCH 30, 2017

[SEAL AND SIGNATURE]

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Appendix 7.1. Bis
Torres

[SIGNATURE]

CERTIFIED IN SEAL/S
No. F013511534 CABA
MARCH 30, 2017

[SEAL AND SIGNATURE]

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	Site form
	Cell ID	Ring	Province	City:	latitude	longitude	Radio Búsqueda	Height
1	SF052	Venado Tuerto 8 - Barrio Malvinas	Santa Fe	Venado Tuerto	-33.732842	-61.9785	200	30m
2	SF040	Venado Tuerto 7 - Industrial Zone	Santa Fe	Venado Tuerto	-33,779942	-61,952133	300	45m
3	ER130	Concordia U MTS 1	Currents	Concordia	-31.390401	-58.014336	250	30m
4	ER033	Concordia 15	Currents	Concordia	-31,403886	-58,024089	200	35m
5	ER039	Concordia 16	Entre Rios	Concordia	-31.387658	-58.02964	100	30m
6	SF060	Roldan 3	Santa Fe	Roldan	-32.919086	-60.890797	300	45m
7	SF053	Armstrong 3	Santa Fe	Armstrong	-32.784861	-61,603486	200	24m
8	CX043	Rio Tercero 8	Cordoba	Rio Tercero 8	-32.178988	-64.121295	200	30m
9	C0113	Rio Tercero 8	Cordoba	Rio Tercero 8	-32,179499	-64.097847	350	45m
10	CX034	Rio Tercero 6	Cordoba	Rio Tercero 8	-32,155661	-64,121527	200	45m
11	CX035	Rio Tercero 7	Cordoba	Rio Tercero 8	-32,172416	-64.1448442	200	45m
12	CO244	Villa Nueva 4	Cordoba	Villa Nueva	-32.437517	-63.231281	300	35m
19	CX036	Villa Nueva 5	Cordoba	Villa Nueva	-32,440417	-63.24653	300	35m
14	CX041	Villa Maria 16	Cordoba	Villa Maria 16	-32,409946	-63.254425	300	30m
15	C3817	Ciudad Madero 3	CABA	CABA	-34.682964	-58,490451	200	30m
16	C2339	Laferrere Avda Marconi	Buenos Aires	La Matanza	34.715221	-58.581467	100	35m
17	C2337	Laferrere Avda Luro Wicaps	Buenos Aires	La Matanza	-34,74353	-58,594386	300	24m
18	C2420	Rafael Castillo 2	Buenos Aires	La Matanza	-34.71148791	-58.62686399	100	24m
19	C3966	Estación Gonnet	Buenos Aires	La Plata	-34.88387126	-58.01011181	150	30m
20	C5028	Pontevedra 5	Buenos Aires	La Matanza	-34.76016841	-58.67278191	200	24m
21	C5026	Longchamps 4	Buenos Aires	Almirante Brown	-34.85322457	-58.38818327	200	24m
22	C5031	La Tablada 3	Buenos Aires	La Matanza	-34,692558	-58.5147948	200	24m
23	C1686	Adrogue 5	Buenos Aires	Almirante Brown	-34.7955	-58.3798	150	40m
24	C2011	CLAYPOLE 4	Buenos Aires	Almirante Brown	-34.79590737	-58.3473866	100	35m
25	TU038	VILLAMORENO NORTE	Tucuman	Villa Moreno	-26.759185	-65.194363	300	35m
26	SL131	POTRERO DE LOS FUNES	San Luis	Funes	-33,220415	-66,22671	500	45m
27	CO677	GENERAL PAZ	Cordoba	Carlos Paz	-31.4168	-64,161608	150	30m
28	BA106	BOLIVAR 3	BUENOS AIRES	BOLIVAR	-36.236041	-61,114703	300	30m
29	BA138	TRENQUE LAUQUEN 6	BUENOS AIRES	TRENQUE LAUQUEN	-36.002993	-62.720067	400	30m
30	8A150	AGUSTINA	BUENOS AIRES	AGUSTINA	-34,4622	-61,0635	300	45m
31	BA088	CHASCOMUS 7	BUENOS AIRES	CHASCOMUS	-35.575179	-57.985163	300	45m
32	BA096	LOS TOLDOS	BUENOS AIRES	LOS TOLDOS	-35,001836	-61.039756	400	45m
33	C0520	MERCADO SUD	Cordoba	Mercado Sud	-31,419841	-64,184161	100	30m
34	C0096	CARLOS PAZ - FANTASIO 2	Cordoba	Carlos Paz	-31.425378	-64.502684	200	35m

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Appendix 7.2
Model Pledge Contract

[SIGNATURE]

CERTIFIED IN SEAL/S
No. F013511534 CABA
MARCH 30, 2017

[SEAL AND SIGNATURE]

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Appendix 9.2
Powers of Attorney to Revoke

Those corresponding to Annex 4.14 of this document.

[SIGNATURE]

CERTIFIED IN SEAL/S
No. F013511534 CABA
MARCH 30, 2017

[SEAL AND SIGNATURE]

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SEAL ASSOCIATION OF
NOTARIES - CITY OF
BUENOS AIRES- FEDERAL
CAPITAL - ARGENTINE
REPUBLIC RECORD OF CERTIFICATION
OF SIGNATURES 404 F 013511534

0
1	Buenos Aires, 30 March 2017 . In my capacity as notary
2	Holder of Notary Registration Number Three Hundred Sixty-four.
3
4	I CERTIFY: That the         Signature.-         that on the
5	document attached to this sheet, whose requirement of certification is
6
7	formalized simultaneously by RECORD number         004         of BOOK
8
9	number         05 ,         is / are placed in my presence by the person / s
10	whose name (s), identity document (s) and justification of identity are indicated:
11
12	Víctor Hugo QUEVEDO, holder of National Identity Document number 16.250.834.-
13	Individualized to the appearing party according to subsection b) of Article 306 of the Civil and
14	Commercial Code, for my knowledge.- ACTS: On behalf of and in representation of his
15	capacity as PRESIDENT OF "TOWER 3 SA" CUIT 30-71544538-3, whose registered office
16	is located on Calle Segundo Teniente General Juan Domingo Perón 555, second floor of this
17	City, registered with the General Inspectorate of Justice On December 13, 2016, under number
18	24487 of book 82 of Corporations for Shares, attesting to the legal existence of the company
19	and the representation invoked whose validity ensures with Bylaws executed by Instrument
20	No. 129 dated December 5, 2016, put by me in folio 382 of the Notary Registry 364 under my
21	responsibility, which I have viewed in the original with sufficient powers for this act- I issue
22	this document in Seal of Notary Certification Number F 013511534.- BE IT RECORDED.-
23	[SEAL] [SIGNATURE]

EX-4.7

Exhibit 4.7

CREDIT AGREEMENT

This credit agreement is made on the day of September 27, 2017 by and among, EXECUTIVE INVESTMENT PARTNERS, LLC., FLORIDA LIMITED LIABILITY COMPANY, 15001 NW 42nd Avenue, Suite # 203, MIAMI, FL, 33054. Hereinafter known as “Lender”.

and

TOWER ONE WIRELESS 600 - 535 Howe Street. ,Vancouver BC. V6C 2Z7 (Canada) Hereinafter known as “Borrower”.

Borrower and Lender shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under the Credit Agreement, the entire document must be read as a whole.

CREDIT TERMS

The Borrower and Lender, hereby further set forth their rights and obligations to one another under the Credit Agreement and agreed to be legal bound as follows:

Loan Payment Terms: Borrower to pay $300.000 US Dollars to Lender, plus 24% annual interest for the life of the loan. Payment of the principal loan and accrued interests shall be due 120days from the date of execution of this agreement. If the loan is not paid on the due date, the Borrower will pay a monthly penalty fee of 10 % of the principal loan, and continue paying the accrued interest. This Loan will also be repayable in 360 Days from reception of Wire. In addition to the Interest Rate the Tower One Wireless Inc. will also issue 300,000 Stock Options at a Deemed Value of .25 (CAD). The term of these Options is 24 Months from Issue Date.

Demand by Lender: This is a “demand” loan agreement under which borrower is required to pay back in full the entire outstanding Loan Balance within 15 days of receiving a written demand from Lender or full repayment of the Loan Balance. Delivery of the written notice by Lender to Borrower via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery.

Method of Loan Payment: The Borrower shall make all payments called for under this loan agreement by wire transfer, according to the information included on EXHIBIT A.

Default: The occurrence of any of the following events shall constitute a Default by the borrower of the terms of this loan agreement:

• Borrower’s failure to pay any amount due as principal or interest on the date required under the loan agreement

• Borrower seeks an order of relief under the Federal Bankruptcy laws

• Borrower becomes insolvent

Exclusive Jurisdiction for Suit in Case of Breach: The parties, by entering into this agreement, submit to Jurisdiction in Canada for adjudication of any disputes and/or claims between the parties under this agreement. Furthermore the parties hereby agree that the courts of Vancouver, Canada shall have exclusive jurisdiction over any disputes between the party’s relatives to this agreement, whether said disputes sound in contract, tort or other areas of the law.

State Laws: this agreement shall be interpreted under, and governed by, the laws of Canada

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, Borrower and Lender affix their signatures hereto.

EX-4.8

Exhibit 4.8

CREDIT AGREEMENT

This credit agreement is made on the day of October 1, 2017 by and among, Hugo L Ochoa, a resident of Miami, Florida. Hereinafter known as “Lender”.

and

TOWER ONE WIRELESS 600 - 535 Howe Street. ,Vancouver BC. V6C 2Z7 (Canada) Hereinafter known as “Borrower”.

Borrower and Lender shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under the Credit Agreement, the entire document must be read as a whole.

CREDIT TERMS

The Borrower and Lender, hereby further set forth their rights and obligations to one another under the Credit Agreement and agreed to be legal bound as follows:

Loan Payment Terms: Borrower to pay $200.000 US Dollars to Lender, plus 24% annual interest for the life of the loan. Payment of the principal loan and accrued interests shall be due 120days from the date of execution of this agreement. If the loan is not paid on the due date, the Borrower will pay a monthly penalty fee of 10 % of the principal loan, and continue paying the accrued interest. This Loan will also be repayable in 360 Days from reception of Wire. In addition to the Interest Rate the Tower One Wireless Inc. will also issue 300,000 Stock Options at a Deemed Value of .25 (CAD). The term of these Options is 24 Months from Issue Date.

Demand by Lender: This is a “demand” loan agreement under which borrower is required to pay back in full the entire outstanding Loan Balance within 15 days of receiving a written demand from Lender or full repayment of the Loan Balance. Delivery of the written notice by Lender to Borrower via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery.

Method of Loan Payment: The Borrower shall make all payments called for under this loan agreement by wire transfer, according to the information included on EXHIBIT A.

Default: The occurrence of any of the following events shall constitute a Default by the borrower of the terms of this loan agreement:

• Borrower’s failure to pay any amount due as principal or interest on the date required under the loan agreement

• Borrower seeks an order of relief under the Federal Bankruptcy laws

• Borrower becomes insolvent

Exclusive Jurisdiction for Suit in Case of Breach: The parties, by entering into this agreement, submit to Jurisdiction in Canada for adjudication of any disputes and/or claims between the parties under this agreement. Furthermore the parties hereby agree that the courts of Vancouver, Canada shall have exclusive jurisdiction over any disputes between the party’s relatives to this agreement, whether said disputes sound in contract, tort or other areas of the law.

State Laws: this agreement shall be interpreted under, and governed by, the laws of Canada

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, Borrower and Lender affix their signatures hereto.

EX-4.9

Exhibit 4.9

CREDIT AGREEMENT

This credit agreement is made on the day of October 12, 2017 by and among, HLG Investments, LLC., FLORIDA LIMITED LIABILITY COMPANY,, 15001 NW 42nd Avenue, Suite # 203, MIAMI, FL, 33054. Hereinafter known as “Lender”.

and

TOWER ONE WIRELESS 600 - 535 Howe Street. ,Vancouver BC. V6C 2Z7 (Canada) Hereinafter known as “Borrower”.

Borrower and Lender shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under the Credit Agreement, the entire document must be read as a whole.

CREDIT TERMS

The Borrower and Lender, hereby further set forth their rights and obligations to one another under the Credit Agreement and agreed to be legal bound as follows:

Loan Payment Terms: Borrower to pay $150.000 US Dollars to Lender, plus 24% annual interest for the life of the loan. Payment of the principal loan and accrued interests shall be due 120days from the date of execution of this agreement. If the loan is not paid on the due date, the Borrower will pay a monthly penalty fee of 10 % of the principal loan, and continue paying the accrued interest. This Loan will also be repayable in 360 Days from reception of Wire. In addition to the Interest Rate the Tower One Wireless Inc. will also issue 150,000 Stock Options at a Deemed Value of .25 (CAD). The term of these Options is 24 Months from Issue Date.

Demand by Lender: This is a “demand” loan agreement under which borrower is required to pay back in full the entire outstanding Loan Balance within 15 days of receiving a written demand from Lender or full repayment of the Loan Balance. Delivery of the written notice by Lender to Borrower via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery.

Method of Loan Payment: The Borrower shall make all payments called for under this loan agreement by wire transfer, according to the information included on EXHIBIT A.

Default: The occurrence of any of the following events shall constitute a Default by the borrower of the terms of this loan agreement:

• Borrower’s failure to pay any amount due as principal or interest on the date required under the loan agreement

• Borrower seeks an order of relief under the Federal Bankruptcy laws

• Borrower becomes insolvent

Exclusive Jurisdiction for Suit in Case of Breach: The parties, by entering into this agreement, submit to Jurisdiction in Canada for adjudication of any disputes and/or claims between the parties under this agreement. Furthermore the parties hereby agree that the courts of Vancouver, Canada shall have exclusive jurisdiction over any disputes between the party’s relatives to this agreement, whether said disputes sound in contract, tort or other areas of the law.

State Laws: this agreement shall be interpreted under, and governed by, the laws of Canada

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, Borrower and Lender affix their signatures hereto.

EX-4.10

Exhibit 4.10

ESCROW AGREEMENT

This Escrow Agreement (“Agreement”) is made and entered into as of this 18^th day of October, 2017, by and between Tower Construction & Technical Services, Inc. (“TCTS”), and its shareholders, Angel Hernandez (“Hernandez”) and Harold Ramirez (“Ramirez”) (Hernandez and Ramirez collectively referred to as the “Shareholders”), Tower One Wireless Corp. (“Tower”), (hereinafter collectively referred to the “Parties”) and The Josephs Law Finn (“Escrow Agent”).

RECITALS

WHEREAS, TCTS, Angel Hernandez, Harold Ramirez, and Tower are presently engaged in negotiations for the purpose of Tower acquiring a seventy percent (70%) share interest in TCTS and Hernandez (20%) and Ramirez (10%) owning the remaining thirty percent (30%) (“the Purchase Transaction”);

WHEREAS, Angel Hernandez and Harold Ramirez are the sole shareholders of TCTS; Angel Hernandez owns 85% ofthe issued and outstanding stock of TCTS and HaroId Ramirez owns 15% ofthe issued and outstanding stock of TCTS, together representing 100% ofthe issued and outstanding stock of TCTS;

WHEREAS, TCTS and Tower have entered into a Non-Binding Letter of Intent with regard to the Purchase Transaction, dated September 11, 2017;

WHEREAS, Angel Hernandez and Harold Ramirez are the sole Directors of TCTS;

WHEREAS, Angel Hernandez has not encumbered and/or pledged his interest and/or shares in TCTS in any way or form, and otherwise owns his interest and/or shares in TCTS, free and clear of any liens and/or encumbrances;

WHEREAS, Harold Ramirez has not encumbered and/or pledged his interest and/or shares in TCTS in any way or form, and otherwise owns his interest and/or shares in TCTS, free and clear

1

of any liens and/or encumbrances;

WHEREAS, TCTS is the subject of a written shareholder agreement, dated September 7th, 2016, which document was provided to Tower by TCTS, Hernandez and Ramirez;

WHEREAS, pending the consummation of the Purchase Transaction, and understanding that there is no assurance that the Purchase Transaction will be closed, Tower has advanced a loan to TCTS, and Angel Hemandez, and Harold Ramirez, jointly and severally, in the amount of $70,000.00 to maintain TCTS’ operations, (hereinafter the “Initial Tower Loan”), and TCTS and Tower anticipate that additional capital infusions may be needed to maintain TCTS’ operations prior to the closing of the Purchase Transaction;

WHEREAS, Tower may, in its sole and unanimous discretion, and without any obligation to do so, make additional capital infusions in the form of loans to TCTS, Angel Hernandez and Harold Ramirez, prior to the closing of the Purchase Transaction;

WHEREAS, there are certain financial impediments which must be resolved by TCTS to Tower’s satisfaction, prior to the closing ofthe Purchase Transaction, including: (i) TCTS has a pending purported shareholder loan (and according to TCTS without a promissory note) on its books ftom Nancy Nieto in the amount of$300,000.00 which much be satisfied and/or released; (ii) there is certain pending litigation with Alpha Networks, LLC et al, which resulted in a settlement that must be finally satisfied and/or resolved; (iii) there is a pending line of credit from Wells Fargo which must be satisfied and otherwise paid off (collectively the “Pre-Conditions”);

WHEREAS, as an incentive and security for the Initial Tower Loan and Tower’s possible future advancement of funds while the Pre-Conditions are resolved, and as incentive for Tower to move forward with the Purchase Transaction, the Parties have elected to temporarily restructure the operations of TCTS, as well as TCTS’ management, shareholder voting, finances, and bank

2

accounts, and enter into this Escrow Agreement;

WHEREAS, The Josephs Law Firm agrees to serve as the escrow agent as provided for herein,

NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration herein set forth and for the mutual benefits, covenants and agreements herein expressed, and incorporating the foregoing recitals, and intending to be legally bound, TCTS (its Shareholders and Directors), Hernandez and Ramirez, and Tower, agree as follows:

TERMS:

I. Reliance on Recitals and TCTS’ Representations. The Recitals set forth above form the basis for this Agreement and are expressly incorporated herein. The Parties understand and acknowledge they have relied on those Recitals, together with the representations and warranties contained herein, as an inducement to execute this Escrow Agreement and to consummate and close the Purchase Transaction.

2. Escrow Agent and Deposit of Escrow. Escrow Agent hereby accepts its appointment as Escrow Agent under the terms and conditions of this Agreement. The following items will be placed in Escrow at the execution of this Agreement, and shall remain therein pending the Termination of this Agreement and written release by Tower:

Hernandez and Ramirez, as the sole Shareholders of TCTS, hereby deposit all of their shares (100% of the issued and outstanding shares) in escrow with the Escrow Agent, and assign their share voting rights in trust to Tower, pending the Termination of this Escrow Agreement, as permitted under the terms of this Agreement.

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3. Actions to be Taken by TCTS, its Shareholders and Directors

TCTS (its SharehoIders and Directors), Hernandez and Ramirez, warrant and represent that each shall take the following actions, in furtherance of entering into and closing the Purchase Transaction, and in recognition that Tower will rely on these warranties and representations as inducement to enter into and close the Purchase Transaction:

a. At the time this Escrow Agreement is Executed, Angel Hernandez shall execute the attached Notice of Director Resignation, (Exhibit “A”), resigning from the Board of Directors of TCTS, which resignation shall be effective immediately.

b. At the time this Escrow Agreement is Executed, Harold Ramirez shall execute the attached Notice of Director Resignation (Exhibit “A”), resigning from the Board of Directors of TCTS, which resignation shall be effective immediately.

c. At the time this Escrow Agreement is Executed, TCTS, Hernandez and Ramirez, shall execute the attached Corporate Resolutions in the form of Minutes of Director Meeting and Shareholder Meeting, (Exhibit “B”), approving the resignation of Hernandez and Ramirez as Directors of TCTS and replacing the vacancies with two new Directors, Alex Ochoa and Fabio Alexander Vasquez, and appointing Alex Ochoa as CEO.

d. At the time of execution of this Escrow Agreement, TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall provide to Tower, a written list of all financial and/or bank accounts maintained in the name of, or for the benefit of, TCTS (hereinafter “TCTS Bank Accounts”). Said list shall identify the name of the banking institution, the address where the account was opened, the account number for each account, and the balance in the account as of the date this Escrow Agreement is executed.

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e. At the time of execution of this Escrow Agreement, TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall provide to Tower, true and correct copies of 3 months of bank statements for all TCTS Bank Accounts.

f. TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall fully cooperate and assist in the immediate transfer of control (including signing authority) of all TCTS Bank Accounts to Tower and/or any representative that Tower, in Tower’s sole and unilateral discretion, may detennine. In furtherance hereof, TCTS, Hernandez, and Ramirez, shall, within 48 hours of any request, execute and deliver to Tower any and all documents requested by Tower, to facilitate the removal and replacement of Hernandez and/or Ramirez as authorized signatories on TCTS Bank Accounts.

g. TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall fully cooperate and assist Tower in creating any new bank account, as Tower may request, which new bank account shall be controlled solely by Tower and/or any representative as Tower may determine in Tower's sole and unilateral discretion,

h. TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall within 48 hours of any request, execute and deliver to Tower, any and all documents requested by Tower, which documents are related, in anyway, to the business operations, management and/or financial control of TCTS.

i. TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall refrain from engaging in negotiations for the purchase of TCTS and/or any shares of TCTS stock, with any third party, until this Escrow Agreement has been Terminated.

j. TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall cooperate on

5

a best efforts basis and in good faith to resolve the Pre-Conditions set forth in this Agreement, to the satisfaction of Tower.

k. TCTS (its Shareholders and Directors), Hernandez and Ramirez, shall cooperate with Tower to maintain the usual and customary operations of TCTS and shall not attempt to or take any extraordinary actions of any nature whatsoever without the advance written pennission of Tower.

1. TCTS, Hernandez and Ramirez, shall repay the Initial Tower Loan in full, as well as any other funds advanced by Tower, as a condition to the Termination ofthis Agreement.

m. TCTS, Hernandez and Ramirez, agree to execute any and all further documents requested by Tower with regard to the Initial Tower Loan, (or any other funds advanced by Tower), including, but not limited to, executing personal guaranties and/or providing shares (all or part) of TCTS stock as security or collateral.

n. TCTS (its Shareholders and Directors), Hernandez and Ramirez, will not impede or interfere with Tower’s management, control and/or operation of TCTS unless and/until this Agreement has been Terminated or Tower provides express written consent and authorization to do so.

o. TCTS (its shareholders and Directors), Hernandez, and Ramirez shall cooperate with Tower in fulfilling and otherwise complying with the terms of existing carrier service agreements and/or any carrier service agreements currently being negotiated;

p. TCTS (its shareholders and Directors), Hernandez, and Ramirez shall cooperate with Tower in maintaining any and all insurance policies as may be required to maintain existing carrier service agreements.

q. TCTS (its shareholders and Directors), Hernandez, and Ramirez, shall refrain from

6

entering into any agreement with any third party, or taking any actions, which could undermine or interfere with the purposes of this Agreement.

r. TCTS (its shareholders and Directors), Hernandez, and Ramirez, shall provide Tower any and all TCTS Business Records requested by Tower, within 48 hours of any request.

s. TCTS (its shareholders and Directors), Hernandez, and Ramirez, shall refrain from assigning, selling, transferring or encumbering any portion oftheir shares unless and until this Agreement is Terminated in accordance with the provisions contained herein.

t. TCTS (its shareholders and Directors), Hernandez, and Ramirez, shall not take any corporate actions or effectuate any TCTS transactions with third parties, absent written approval and authorization by Tower, unless and until this Agreement is Terminated in accordance with the provisions contained herein.

u. TCTS (its shareholders and Directors), Hernandez, and Ramirez, shall not take, issue, or be entitled to any dividends or other forms of compensation or expense reimbursement absent Tower’s express written authorization, unless and until this Agreement is Terminated in accordance with the provisions contained herein.

v. TCTS (its shareholders and Directors), Hernandez, and Ramirez, shall have no authority to write any checks on TCTS’ bank accounts, purchase a cashier's check for TCTS or wire funds from any TCTS account absent the prior written permission of Tower, unless and until this Agreement is Terminated in accordance with the provisions contained herein.

w. Hernandez and Ramirez shall not attempt tovotetheir shares of stock in TCTS until this Agreement has been Terminated.

4. Actions To Be Taken By Tower.

a. Tower shall have no obligation to make any further advances to TCTS or to its

7

shareholders or directors.

b. Tn the event that Tower considers further advances, it may do so in its sole and unilateral discretion, and may condition such advancement upon any commercial term, security, collateral, and/or personal guaranty, as it may determine.

c. Tower may take any and all actions as it determines, in its sole and unilateral discretion, to operate the business, management and financial affairs of TCTS, during the pendency ofthis Escrow Agreement, including, but not limited to, the use and/or expenditure of any and all revenues received by TCTS prior to, or during the pendency of this Escrow Agreement.

5. Termination of the Escrow Agreement. The Escrowed Items shall remain in Escrow until such time as this Escrow Agreement is Tenninated. The Tennination ofthis Escrow Agreement may occur only as set forth in this Section.

a. Termination By Tower. Tower may Terminate this Escrow Agreement at any Time by delivering written Notice of Termination to all Patties, including the Escrow Agent. Said Notice shall disclose to all Parties the full amount of Advanced Funds paid by Tower. The Termination of this Escrow Agreement will be effective only upon TCTS (its shareholders and Directors), Hernandez, and Ramirez’s, delivery to Tower ofthe Advanced Funds,

b. Termination By TCTS. TCTS may Terminate this Escrow Agreement at any Time by delivering written Notice of Termination to all Parties, including the Escrow Agent. Upon receipt of said Notice, Tower shall send notice to TCTS, Hernandez, and Ramirez, disclosing the full amount of Advanced Funds. TCTS’s Termination will be effective upon TCTS’s delivery to Tower of the Advanced Funds.

c. Mutual Agreement by Tower & TCTS. This Agreement may be Terminated at

8

any time by the Mutual Agreement of the Parties, as formally reflected in an executed Purchase Agreement.

d. Advanced Funds. Advanced Funds shall mean and include, (i) the Initial Tower Loan, (ii) any future Loans and/or Advanced given by Tower to TCTS (its shareholders and Directors), Hernandez and/or Ramirez, (iii) any and all legal fees and costs incurred by Tower in furtherance of the Purchase Transaction.

6. Release of Escrowed Items. Any escrowed items held by the Escrow Agent shall be released upon the written authorization of Tower and sufficient proof, as may be requested by Escrow Agent, to demonstrate the provisions of subsection 5 above (“Termination” ) have been satisfied.

7. Escrow Agent Duties. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.

8. Escrow Agent Reliance. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the safekeeping of such, moneys, received by it as such escrow holder, and for the disposition of same in accordance with the written instruments accepted by it in the escrow.

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9. Indemnification of Escrow Agent. TCTS and Tower agree to indemnify the Escrow Agent and hold EscrowAgent harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or changes ofany character or nature, this Agreement, excluding any claims for willful misconduct or negligence; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceedings or resisting any claim. The Escrow Agent shall be vested with a lien on all property deposited hereunder, for indemnification, for attorneys’ fees, court cost, regarding any suit, interpleader or otherwise, or for any expense, fees or charges of any character or nature, which may be incurred by said Escrow Agent by reason of disputes arising between the makers of this escrow as to the correct interpretation of this Agreement, and instructions given to the Escrow Agent hereunder, or otherwise, with the right of said Escrow Agent, regardless of the instructions aforesaid, to hold any of the escrowed item until and unless said additional expenses, fees and charges shalI be fully paid.

10. Indemnification and Advancement of Tower.

a. Indemnification. TCTS (its shareholders and Directors), Hernandez and/or Ramirez, and their heirs, successors, and/or assigns, agree to indemnify Tower, and its shareholders, officers, directors, employees, agents and representatives, and hold Tower harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or changes of any character or nature, which it may incur or with which it may be threatened by reason of any action taken or not taken indirectly or directly relating to this Agreement.

b. Advancement. TCTS shall advance all legal fees and costs incurred by Tower in connection with any proceeding or claim which arises out of or is related to the business

10

operations and/or management of TCTS. Such advancement shall be made within seven (7) days after the receipt by the Company of a statement or statements requesting such advances. Tower shall attach to the statement(s) any invoices or retainers paid (which may be based on estimates for future work to be done), in connection with legal fees and costs. The invoices or retainers may be redacted to the extent not doing so would cause Tower to waive any privilege afforded by applicable law). TCTS may condition payment on Tower’s written assurance of its undertaking to repay the advancement of legal fees and expenses, if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Tower is not entitled to be indemnified by TCTS. Advances shall be unsecured, interest free and without regard to Tower’s ability to repay the expenses. Advances shall also include any and all expenses actually and reasonably incurred by Tower in pursuing an action to enforce Tower’s right to indemnification under this provision, or otherwise, and this right of advancement, including expenses incurred in preparing and forwarding statements to TCTS to support the advances claimed. Tower acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Tower shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Tower is not entitled to be indemnified by the TCTS. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein, and it shall apply to a claim by TCTS against Tower.

11. Sole Agreement. This Agreement supersedes any other agreement ofthe parties whether orally or in writing.

12. Interpleader. In the event that there is disagreement about the interpretation of this Escrow Agreement, or about the rights and obligations, or the propriety, of any action

11

contemplated by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, file an action in interpleader to resolve such disagreement. The Escrow Agent shall be indemnified by TCTS (its shareholders and Directors), Hernandez, and Ramirez, and Tower, jointly and severally, for all costs, including reasonable attorney’s fees, in connection with the aforesaid interpleader action, and shall be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received.

13. Escrow Agent Counsel. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence.

14. Resignation. The Escrow Agent may resign upon three (3) business day’s written notice to the parties in this Agreement. If a successor Escrow Agent is not appointed within this three (3) day period, the Escrow Agent may petition the Court to name a successor.

15. Compensation of Escrow Agent. No party is obligated to pay Escrow Agent any compensation for the services to be rendered hereunder.

16. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, and addressed to the parties at the addresses set forth at the end ofthis Agreement.

17. Heirs, Successors and Assigns. The rights created by this Agreement shall inure to the benefit of, and the obligations created hereby shall be binding upon, the heirs, successors and assigners ofthe Escrow Agent and all parties to this Agreement.

18. Disputes and Governing Law. The parties agree that any equitable disputes

12

hereunder which are submitted to a judicial forum shall be exclusively subject to the jurisdiction and venue of the Miami-Dade County courts, and the parties hereby consent to and exclusively submit themselves to the jurisdiction and venue of said courts of said county. The parties hereto hereby acknowledge that said selection of forum and submission to jurisdiction as aforesaid is reasonable and equitable. Any non-equitable disputes shall be resolved by confidential binding arbitration in Miami-Dade County, Florida before a single arbitrator mutually agreed to by the parties. The arbitration shall be conducted by the rules of the American Arbitration Association ("AAA"), but need not be filed before the AAA. For any such non-equitable disputes the parties each waive trial by jury, the right to discovery and to appeal. The parties will attempt to mediate any non-equitable disputes prior to filing an arbitration proceeding. The prevailing party in any litigation or arbitration shalI be entitled to an award of attorney fees and costs, and the mediator’s and arbitrator’s fees.

19. The Dire Condition of TCTS. TCTS and its Shareholders and Directors each acknowledge and concede that TCTS is severely undercapitalized, its Shareholders do not intend to further invest in TCTS, and TCTS is not able to borrow funds for the capital necessary to continue. TCTS is without valuable assets which could be borrowed against, and is facing the impending prospect ofhaving to cease operations. Without the assistance ofTower as provided herein, TCTS would likely be forced to cease operations. TCTS and its Shareholders and Directors, further acknowledge that this Agreement is an effort to gain the expertise and assistance of Tower, as well as Tower financial stability, so that TCTS may avoid having to cease operations.

20. Authority. Each party acknowledges that it is duly authorized to enter this Agreement and that the signatories below are duly authorized to execute this Agreement on their behalf.

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21. Legal Counsel. Each party warrants and represents that it has had the opportunity to seek and retain independent legal counsel and rely upon their advice

22. Collective Author. This Agreement was drafted with the assistance and input from all parties who are collectively deemed the author and thus the Agreement shall not be construed as being authored by one party or the other.

23. Assignment. This Agreement may not be assigned by any party.

24. Third Party Beneficiary. This Agreement is solely for the benefit ofthe parties, and is not intended to benefit any third party who is not a signatory to this Agreement.

25. Independent Contractors. The parties are independent contractors, and nothing stated herein shall cause the parties to be construed as partners, joint venturers or general partners, and no party shall have the power to bind or obligate the other party except as set forth in this Agreement.

26. Confidentiality. Unless required under Canadian law, the terms of this Agreement shall be maintained as “Confidential Information” by the parties, and may only be disclosed to the parties and their professionals. For the purposes of this Agreement, the term “Confidential Information” shall include, without limitation, all unpublished confidential and proprietary information of each and any of the parties.

27. Capacities. Angel Hernandez and Harold Ramirez are executingthis Agreement in their official capacities as well as in their individual capacities.

14

Tower Construction & Technical Services, Inc.
/s/ Angel Hernandez
By:	Angel Hernandez
Its:	CEO
Date:	10/18/17
Notice delivered to:
Tower Construction & Technical Services, Inc.
5301 NW 74 th Ave
Maimi, Fl. 33166
With a Copy to:
Angel Hernandez
/s/ Angel Hernandez
Date:	10/18/17
Notice delivered to:
Angel Hernandez
6124 Rose Terrace
Plantation, Florida 33317
Harold Ramirez:
/s/ Harold Ramirez:
Date:	10/18/17
Notice delivered to:
Harold Ramirez
5163 Woodfield Way
Coconut Creek, Florida 33073

15

Tower One Wireless Corp
/s/ Fabio Alexander V.
By:	VP
Its:	Fabio Alexander V.
Date:	10/19/17
Notice delivered to:
Tower One Wireless Corp:
With a Copy to:
The Josephs Law Firm
/s/ Adam Josephs
By:	Adam Josephs
Date:	10/19/17

16

EXHIBIT A

TOWER CONSTRUCTION & TECHNICAL SERVICES, INC

RESIGNATION OF DIRECTORS

Angel Hernandez and Harold Ramirez hereby tender their resignations as Directors of Tower Construction & Technical Services, Inc., effective immediately.

Angel Hernandez
/s/ Angel Hernandez
Date:	10/18/17
Harold Ramirez
/s/ Harold Ramirez
Date:	10/18/17

Sworn to and subscribed before me this 19th day of October, 2017, by Angel Hernandez, who produced his Florida Driver License identification. [DL on original]

Sworn to and subscribed before me this 19th day of October, 2017, by Harold Ramirez, who produced his Florida Driver License identification. [DL on original]

	/s/ Annika M. Tarajano
	NOTARY PUBLIC-STATE OF FLORIDA
	My commission expires:

EXHIBIT B

TOWER CONSTRUCTION & TECHNICAL SERVICES, INC

MINUTES OF SHAREHOLDER MEETING

At a duly noticed and convened meeting of the sole shareholders of record of Tower Construction & Technical Services, Inc., held on October ___, 2017, the following resolution was duly voted upon and passed unanimously.

“Resolved:

The Shareholders authorize the Directors to execute the Escrow Agreement with Tower One Wireless Corp., and upon such execution, to take any and all actions called for therein.

It is further resolved that:

In contemplation of the executed Escrow Agreement, the resignations of Angel Hernandez and Harold Ramirez, which have been contemporaneously executed therewith, are accepted and shall form part of the official records of Tower Construction & Technical Services, Inc.

It is further resolved, that:

Alex Ochoa is appointed as a Director of the Board of Directors and shall have the title and responsibilities of Chief Executive Officer of the Company and Fabio Alexander Vasquez is appointed as a Director ofthe Board of Directors.”

Unanimous Resolution of the Shareholders:

Angel Hernandez, Shareholder
/s/ Angel Hernandez
Date:	10/18/17
Harold Ramirez, Shareholder
/s/ Harold Ramirez
Date:	10/18/17

TOWER CONSTRUCTION & TECHNICAL SERVICES, INC

MINUTES OF DIRECTOR’S MEETING

At a duly noticed and convened meeting of the sole Directors of Tower Construction & Technical Services, Inc., held on October 18, 2017, the following resolution was duly voted upon and passed unanimously.

“Resolved:

The Directors authorize the execution of the Escrow Agreement w ith Tower One Wireless Corp., dated October ___, 2017.”

Unanimous Resolution of the Shareholders:

Angel Hernandez, Director
/s/ Angel Hernandez
Date:	10/18/17
Harold Ramirez, Director
/s/ Harold Ramirez
Date:	10/18/17

October 18, 2017

VIA EMAIL
TCTS
Angel Hernandez
Harold Ramirez

RE: TCTS - Tower One Stock Acquisition

Mssrs. Hernandez and Ramirez,

As you know, this office represents Tower One with regard to the purchase of your TCTS Stock.

This letter shall confirm your representation to me that you are not represented by counsel. If this is accurate, please sign and return this document to me so that I may continue to communicate with you. Should this not be accurate, please notify me immediately and provide me your counsel’s contact so that I may communicate directly with him or her.

Thank you for your attention to this.

Very truly yours,

/s/ Adam C. Josephs, Esq .

Adam C. Josephs, Esq .

Angel Hernandez, Director
individually and on behalf of TCTS
/s/ Angel Hernandez
Date:	10/18/17
Harold Ramirez, Director
individually and on behalf of TCTS
/s/ Harold Ramirez
Date:	10/18/17

THE JOSEPHS LAW FIRM
255 Alhambra Circle | Suite 700 | Coral Gables. FL 33134
Phone 305.445.3800 | Fax 305.448.5800
www.Florida-Attorneys.com

EX-4.11

Exhibit 4.11

PURCHASE AGREEMENT OF ACTIONS CELEBRATING ON THE ONE PART THE
C. JAVIER EDUARDO REV PEDRAZA, WHO IN THE SUCCESSIVE WILL BE DENOMINATED
"THE SELLER" V BY THE OTHER TOWER ONE WIRELESS CORP., REPRESENTED
IN THIS ACT BY C. MIGUEL ANGEL CARDONA B., TO WHOM SUCCESSIVE
IT WILL BE DENOMINATED "THE BUYER", WITH THE COMPARISON OF ENRIQUE
SANCHEZ HERNANDEZ, AT THE TENOR OF THE FOLLOWING:

BACKGROUND

I. COMERCIALIZADORA MEXMAKEN, S. A. DE C. V., was constituted according to the laws
of the United Mexican States (hereinafter Mexico), as stated in the policy number
Four thousand nine hundred and seven dated September 9, 2015, granted by the Broker
Public number 74 of the Plaza of the City of Mexico, Mr. ALFREDO DOMIGUEZ
CASAS registered in the Public Registry of Commerce of Mexico City.

II. The parties enter into this Agreement for the purpose of "THE BUYER" by spelling it out
SELLER "20 (twenty) shares of the Company's fixed capital.

DECLARATIONS

I) DECLARES "THE BUYER", THROUGH ITS REPRESENTATIVE:

a) It is a specific company incorporated and existing in accordance with the legislation
Canadian under the name of TOWER ONE WIRELESS CORP.
c) That the powers of its representative have not been revoked or limited in
as of the date of this instrument
d) That, for purposes of this Contract, it designates the Suite 600 - 535 suite as domicile,
Howe Street, Vancouver, BC, V6C2Z4, Canada.
e) That it is your desire to acquire THE SELLER shares of your property.
f) That he has sufficient resources to face the obligations that by means of ~
this Contract acquires.

II) DECLARES "THE SELLER" BY ITS OWN RIGHT: ~

a) To be Mexican, mayor of age, with full capacity to be bound in the terms of this
contract.
b) That he is the only, legitimate owner and owner of 20 (Twenty) shares, nominative, common and
released, fully subscribed and paid representative of fixed capital, Series "A" without value
nominal, (in 10 successive called "THE ACTIONS"), representative of the 01% (One for
cent), of the Company's share capital and that are protected in the Share Securities of
Shares of Series "A" No. 004, which are free of all and encumbrance, or of
any other limitation of ownership, legal or contractual, that affects the rights in them incorporated or that
prevents or limits its sale. It also states that the Shares have not
side object of trust agreement or any deposit.
c) That for as! agree to your interests is your desire to sell "THE ACTIONS" to "EL
BUYER".
d) That, for the purposes of this Contract, the domicile located in the Ural Mountains
505, floor two, Colonia Lomas de Chapultepec, Mexico City, C.P. 11000

III ENRIQUE SANCHEZ HERNANDEZ, DECLARES THAT:

a) Expressly waive the right of the amount corresponding to the purchase of the
actions reason for the present contract of sale.
b) Recognizes and gives full validity to this instrument and all documents
resulting and necessary for this purchase to take full effect.
c) From this moment, it is obliged to sign the corporate documents that are necessary

for the purpose of this Contract to have full effect.

IV) THE PARTIES, DECLARE THAT:

a) They have full powers and capacity to celebrate, grant, and comply with this
Contract, such as to carry out the operations contemplated in the.
b) This Contract is duly and validly entered into and granted by you and
it constitutes a valid and binding agreement for them, enforceable according to their terms.
c) The celebration, granting and performance by you of this Contract, as well as
the improvement of the operations contemplated in it and the fulfillment of its
obligations according to each other:
i) They do not violate any legal provision, rules or regulations to which they are subject;
ii) Do not violate any order, sentence or decree that may be applicable to it; Y
iii) They are not in conflict with, or result in a breach under, any
term or condition of their corporate documents, including their bylaws, or
any Contract or instrument of which it is a party or under which it is bound. .
d) The aforementioned in the background of this Contract is correct and complete as of this date and
do not omit facts, acts or circumstances that individually or as a whole could
reasonably result in having an adverse effect on the other parties or on the celebration and
perfection of this Contract, the improvement of the operations envisaged
in the same or in the fulfillment of their obligations according to each other.
By virtue of the foregoing background and statements, and with the in ntion of the Parties of
to be legally bound, are obliged according to the following:

CLAUSES

FIRST OBJECT. In this act "THE SELLER" sells and transfers the domain of 20
(Twenty) shares, of Series "A" (representative of fixed capital), of COMERCIALIZADORA
MEXMAKEN, S.A. DE C.V., to "THE BUYER", who buys and acquires it for sl, without
reservation or limitation in your domain, free of any encumbrance, charge or any other
limitation of ownership, so without prejudice to increase by some other act
juridico, the shareholding derived from this instrument, will be in favor of "EL
BUYER "as follows:
SHAREHOLDER ACTIONS SERIES "A" PARTICIPATION
CAPITAL
TOWER ONE WIRELESS
CORP. 20 (Twenty shares) 1%

SECOND. ENDORSEMENT, DELIVERY AND REGISTRATION OF ACTIONS. Under the
Purchase "THE SELLER" in this act:
i) Endorsement in property in favor of "THE PURCHASER", the Provisional Certificate that
covers "THE SHARES" of the Company object of the present sale.
ii) It undertakes to carry out the pertinent actions and that they are within its reach so that the
Company cancels the Share Securities of Series "A" (fixed capital), No. 004,
Issue the Definitive Title of Series "A" Shares, as well as to
ensure that the delivery of them is carried out properly and in accordance with the
agreed in the present agreement of wills.
iii) It is obliged to carry out the pertinent actions and that they are within its reach so that
register "THE PURCHASER", in the Register of Shares of the Company. ~

THIRD. PRICE AND METHOD OF PAYMENT. The total price for the sale of "THE ACTIONS"
object of this Contract, is the sum of $ 20.00 (Twenty pesos 00/100 M.N.), amount that
"THE BUYER", delivers and pays in this act to "THE SELLER", serving the present
instrument as the most effective and complete receipt that in law exists to accredit the
payment mentioned.

QUARTER. EXPENSES. Each of the Parties will be responsible for covering all expenses
costs and fees incurred as a result of the performance of this Agreement
and the improvement of the operations contained therein.

FIFTH TAXES AND TAX OBLIGATIONS. All Taxes, rights or
contributions that are caused as a result of the instrumentation and compliance of the
present Contract, will be in charge of the party that is responsible for covering them according to the
legislation applicable to the subject.

SIXTH. ASSIGNMENT. Neither this Contract, nor any right, remedy, obligation or
liability arising from this Contract or by reason of this, may be assigned
by the Parties, without the prior written consent of the other Party, so that no
assignment will release any of the Parties from any liability arising in the
terms of this Contract.

SEVENTH. ADDITIONAL DOCUMENTS AND ACTS. The parties will celebrate and grant the
instruments, and will carry out additional acts, which are necessary or appropriate for
comply with the purpose of this Contract.

EIGHTH. MODIFICATIONS. No variation or modification to this Contract, nor
renounce any of the terms and provisions of this, it will be considered valid
unless written and signed by the Parties to this Contract.

NINTH. DISCLAIMERS No deficiency or delay of any of the parties in the exercise
of any of the rights contained in this Contract, shall be understood as a waiver
of them, nor to their individual or partial exercise will preclude the exercise of other or future
rights.

TENTH. DIVISIBILITY. In the event that any provision of this Agreement is
considered invalid or not enforceable, the remaining provisions of this Contract
they will remain in force and have full effects.

ELEVENTH. NOTIFICATIONS AND ADDRESSES. All notices, demands,
notifications, consents and reports referred to in this
Contract will be made in writing and will be delivered to the other Party by certified registered mail or by
telefax with transmission confirmation, to the addresses that appear in the chapter of Declarations of this
instrument.

TWELFTH. ABSENCE OF VICES OF CONSENT. The parts ~
they manifest that in the celebration of this Contract there are no vices of consent
such as error, fraud, injury, violence or bad faith.

THIRTEENTH. RESCISSION. The cause of termination of this Contract, the
delay or failure by "THE PURCHASER" to any of the clauses or
obligations established in the present agreement of wills.

FOURTEEN. PARTICULAR NORM. This instrument constitutes the total and exclusive
agreement between the parties regarding the matter here contemplated, replacing and leaving
without legal effect to any other discussion or negotiation held orally or in writing
prior to this date of celebration.

FIFTEEN FIFTH. JURISDICTION. For the interpretation and fulfillment of this Contract,
the parties submit to the jurisdiction and jurisdiction of the Courts of the City of Mexico,
Federal District, waiving any jurisdiction that by their present or future domiciles,
could correspond.

The perfectly understood parts of the content, scope, strength and vigor of each and every
one of the clauses of this Contract, they sign it in duplicate, in Mexico City the
March 23, 2018.

“EL VENDEDOR”	“EL COMPRADOR”
JAVIER EDUARDO REY	TOWER ONE WIRELESS CORP.
PEDRAZA	Por: MIGUEL ANGEL CARDONA
	B.

ENRIQUE SÁNCHEZ HERNÁNDEZ

EX-8.1

Exhibit 8.1

TOWER ONE WIRELESS CORP.
LIST OF SIGNIFICANT SUBSIDIARIES

		Proportion
	Country or State	of Voting
Subsidiaries	of Incorporation	Interest
Tower Two SAS	Argentina	100%
Tower Three SAS	Columbia	100%
Tower 3 SA	Argentina	100%
Innervision SAS	Columbia	90%
Evolution Technology SA	Argentina	65%
Tower Construction & Technical Services, Inc.	Florida	70%
Commercializador Mexmaken S.A de C.V.	Mexico	75%

EX-12.1

Exhibit 12.1

CERTIFICATION OF ANNUAL REPORT

I, Alejandro Ochoa, certify that:

1.	I have reviewed this annual report on Form 20-F of Tower One Wireless Corp. (the “Registrant”);
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d)	Disclosed in this annual report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.      The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 23, 2018

/s/ Alejandro Ochoa
Alejandro Ochoa
Chief Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION OF ANNUAL REPORT

I, Abbey Abdiye, certify that:

1.	I have reviewed this annual report on Form 20-F of Tower One Wireless Corp. (the “Registrant”);
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d)	Disclosed in this annual report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.      The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

e)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
a)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 23, 2018

/s/ Abbey Abdiye
Abbey Abdiye
Chief Financial Officer

2

EX-13.1

Exhibit 13.1

CERTIFICATION OF PERIODIC REPORT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

I, Alejandro Ochoa , Chief Executive Officer of Tower One Wireless Corp. (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	the annual report on Form 20-F of the Company for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 23, 2018

/s/ Alejandro Ochoa
Alejandro Ochoa
Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Tower One Wireless Corp. and will be retained by Tower One Wireless Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

3

EX-13.2

Exhibit 13.2

CERTIFICATION OF PERIODIC REPORT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

I, Abbey Abdiye, Chief Financial Officer of Tower One Wireless Corp. (the “Company”), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	the annual report on Form 20-F of the Company for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 23, 2018

/s/ Abbey Abdiye
Abbey Abdiye
Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Tower One Wireless Corp. and will be retained by Tower One Wireless Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

4

EX-15.1

Exhibit 15.1

August 23, 2018

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
20549-7561 USA

Dear Sirs/Madams:

We have read Item 16F of Tower One Wireless Corp.’s December 31, 2017 Form 20-F dated August 23, 2018, and have the following comments:

1.	We agree with the statement made in Item 16F - “Change in Registrant’s Certifying Accountant”.
2.	We have no basis on which to agree or disagree with other statements of the registrant contained therein.

Yours very truly

/S/ Davidson & Company LLP

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2017 shares
Document And Entity Information
Entity Registrant Name	TOWER ONE WIRELESS CORP.
Entity Central Index Key	0001579026
Document Type	20-F
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	70,125,698
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017

XML

Consolidated Statements of Financial Position - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 284,225	$ 9,864
Amounts receivable	90,940
Prepaid expenses and deposits	121,864	114,032
Total current assets	497,029	123,896
Other	14,436
Intangible asset	1,922,883
Equipment	2,866,696	248,478
Total assets	5,301,044	372,374
Current Liabilities
Bank indebtedness	48,096
Accounts payable and accrued liabilities	904,342	70,406
Deferred revenue	4,210	4,480
Due to related parties		615,522
Loans from related parties	1,340,650
Total current liabilities	2,297,298	690,408
Deferred income tax liability	588,824
Total Lliabilities	2,886,122	690,408
Shareholders' Equity (Deficiency)
Share capital	10,635,886	4,300
Subscriptions received	170,000
Contributed surplus	1,344,884
Non-controlling interest	188,156
Deficit	(9,896,705)	(313,155)
Accumulated other comprehensive loss	(27,299)	(9,179)
Total shareholders' equity (deficiency)	$ 2,414,922	$ (318,034)

XML

Consolidated Statements of Comprehensive Loss - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Profit or loss [abstract]
Revenues	$ 200,498	$ 19,403
Expenses
Advertising and promotion	1,199,150
Amortization	94,468	3,440
Bank charges and interest	380,864	4,491
Maintenance	72,579
Office and miscellaneous	128,184	60,113
Permits and licenses	41,901	2,046
Professional fees	1,710,312	204,561	21,151
Share-based compensation	3,693,799
Supplies	115,424
Travel	333,366	29,631
Wages and benefits	72,011	7,125
Total Expenses	7,842,058	311,407
Loss before other income	(7,641,560)	(292,004)	(21,151)
Other Expenses
Impairment of investments	(461,360)
Listing expense	(1,144,167)
Allowance for advances receivable	(286,289)
Write-off of VAT receivable	(435,301)
Total other income (expenses)	(2,327,117)
Net loss before income taxes	(9,968,677)	(292,004)	(21,151)
Deferred income tax recovery	105,000
Net loss	(9,863,677)	(292,004)	(21,151)
Item that will be reclassified to profit or loss:
Foreign exchange translation adjustment	(18,120)	(9,179)
Net and Comprehensive loss	(9,881,797)	(301,183)
Net loss attributable to:
Shareholders of the Company	9,583,550	(292,004)	(21,151)
Non-controlling interest	280,127
Net loss	(9,863,677)	(292,004)	(21,151)
Other comprehensive loss attributable to:
Shareholders of the Company	11,592	(9,179)
Non-controlling interest	6,528
Total other comprehensive loss	$ 18,120	$ (9,179)
Loss per common share - basic and diluted	$ (0.16)	$ (29.20)	$ (2.12)
Weighted average number of common shares outstanding	58,115,156	10,000	10,000

XML

Consolidated Statement of Changes in Shareholders' Equity - CAD ($)	Number of Common shares [Member]	Subscriptions Received [Member]	Contributed surplus [Member]	Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Deficiency Attributable to Shareholders of the Company [Member]	Non-controlling Interests	Total
Balance at Dec. 31, 2015	$ 4,300			$ (21,151)		$ (16,851)		$ (16,851)
Balance, shares at Dec. 31, 2015	10,000
Statement Line Items [Line Items]
Share-based compensation
Net loss								(292,004)
Comprehensive loss				(292,004)	(9,179)	(301,183)		(301,183)
Balance at Dec. 31, 2016	$ 4,300			$ (313,155)	$ (9,179)	$ (318,034)		$ (318,034)
Balance, shares at Dec. 31, 2016	10,000
Statement Line Items [Line Items]
Derecognition of Tower Three shares	(10,000)
Shares issuance to Tower Three shareholders	30,000,000
Recognition of shares issued to Tower One shareholders	$ 1,010,383					$ 1,010,383		$ 1,010,383
Recognition of shares issued to Tower One shareholders, shares	6,735,885
Shares issued to Rojo (Note 9)	$ 175,000					175,000		175,000
Shares issued to Rojo (Note 9), shares	500,000
Shares issued for Evotech (Note 4)	$ 480,000					480,000		480,000
Shares issued for Evotech (Note 4), shares	1,500,000
Acquisition of Evotech (Note 4)							509,524	509,524
Shares issued for services (Note 9)	$ 340,000					340,000		340,000
Shares issued for services (Note 9), shares	1,000,000
Shares issued for cash, net	$ 2,092,651		142,319			2,234,970		2,234,970
Shares issued for cash, net, shares	15,484,912
Share subscriptions received		170,000				170,000		170,000
Share subscriptions received shares
Share-based compensation			3,917,778			3,917,778		3,693,799
Exercise of warrants	$ 1,132,340					1,132,340		1,132,340
Exercise of warrants, shares	3,774,466
Exercise of options	$ 5,401,212		(2,715,213)			2,685,999		2,685,999
Exercise of options, shares	11,130,435
Net loss				(9,583,550)		(9,583,550)	(280,127)	(9,863,677)
Comprehensive loss					(18,120)	(18,120)	(41,241)	(59,631)
Balance at Dec. 31, 2017	$ 10,635,886	$ 170,000	$ 1,344,884	$ (9,896,705)	$ (27,299)	$ 2,226,767	$ 188,156	$ 2,414,922
Balance, shares at Dec. 31, 2017	70,125,698

XML

Consolidated Statements of Cash Flows - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net loss	$ (9,863,677)	$ (292,004)	$ (21,151)
Items not affection cash:
Accretion expense	219,990
Allowance for VAT	435,301
Amortization	94,468	3,440
Foreign exchange	389,720
Impairment of investments	292,538
Income tax recovery	(105,000)
Listing expense	1,144,167
Share-based compensation	3,693,799
Shares issued for services	340,000
Total items not affection cash	(3,358,694)	(288,564)	(21,151)
Changes in non-cash working capital item:
Accounts payable and accrued liabilities	(1,262,924)	68,363
Amounts receivable	(526,241)
Deferred revenue		4,350
Due to related parties		(32,841)	21,151
Other	(14,436)
Prepaid expenses	(7,832)	(110,723)
Net cash provided by operating activities	(5,170,127)	(359,415)	21,151
Cash flows from investing activities
Cash paid for acquisitions	(466,260)
Cash received from acquisitions (net)	1,382,859
Equipment	(2,887,196)	(244,708)
Net cash provided by investing activities	(1,970,597)	(244,708)
Cash flows from financing activities
Advances from related parties		579,187
Shares issued for cash, net	3,367,310
Subscriptions received	170,000
Stock options exercised	2,686,000
Loans received	1,317,225	34,800
Loans repaid	(125,450)
Net cash provided by financing activities	7,415,085	613,987
Change in cash	274,361	9,864
Cash, beginning	9,864
Cash, ending	$ 284,225	$ 9,864

XML

NATURE OF OPERATIONS AND GOING CONCERN

12 Months Ended

Dec. 31, 2017

Disclosure of Nature of operations and going concern [Abstract]

NATURE OF OPERATIONS AND GOING CONCERN

1. NATURE OF OPERATIONS AND GOING CONCERN

Tower One Wireless Corp. (formerly Pacific Therapeutics Ltd.) (“Tower One” or the “Company") was incorporated under the laws of the Province of British Columbia, Canada on September 12, 2005. On October 14, 2011, the Company became a reporting issuer in British Columbia and was approved by the Canadian Securities Exchange (“CSE”) and commenced trading on November 16, 2011. The Company’s registered office is located at Suite 605, 815 Hornby Street, Vancouver, BC, Canada V6Z 2E6.

On January 17, 2017, Tower One completed a Share Exchange Agreement (the “Agreement”) with Tower Three SAS (“Tower Three”) and the shareholders of Tower Three. According to the Agreement, Tower One acquired Tower Three by issuing shares which resulted in the shareholders of Tower Three obtaining control of the Company (the “Acquisition”). Accordingly, this transaction was recorded as a reverse acquisition for accounting purposes, with Tower Three being identified as the accounting acquirer. These consolidated financial statements are a continuation of the financial statements of Tower Three while the capital structure is that of the Company. The historical operation assets and liabilities of Tower Three are included in this consolidated financial statements and the comparative figures as at and for the year ended December 31, 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three.

Tower Three was incorporated on December 30, 2015 under the laws of Colombia. Tower Three has secured 4G LTE cellular tower development contracts in Colombia. The Company focuses primarily on building cellular towers in municipalities where there currently is very limited or no cellular coverage. See Note 3.

On March 31, 2017, the Company acquired a 65% ownership interest in Evolution Technology SA ("Evotech"). Evotech is a private company incorporated under the laws of Argentina. Evotech's intended business is to obtain rights and permits for approval of constructing cellular towers in various locations in Argentina. See Note 4.

On October 18, 2017, the Company acquired a 70% ownership interest in Tower Construction & Technical Services, Inc. ("TCTS"). TCTS is a private company incorporated in Florida, USA. See Note 5.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, and accordingly, do not purport to give effect to adjustments which may be required should the Company be unable to achieve the objectives above as a going concern. The net realizable value of the Company’s assets may be materially less than the amounts recorded in these consolidated financial statements should the Company be unable to realize its assets and discharge its liabilities in the normal course of business. At December 31, 2017, the Company had an accumulated deficit of $9,896,705 which has been funded primarily by the raising of equity funding and loans. Ongoing operations of the Company are dependent upon the Company’s ability to generate sufficient revenues in the future, receive continued financial support and complete equity financings. These factors raise significant doubt about the Company’s ability to continue as a going concern.

XML

STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2017

Disclosure of Statement of compliance and basis of presentation [Abstract]

STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION

2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION

(a) Statement of Compliance

These consolidated financial statements of the Company for the years ended December 31, 2017, 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were approved and authorized for issue by the Board of Directors on April 30, 2018.

(b) Basis of Presentation and Consolidation

These consolidated financial statements were prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The consolidated financial statements as at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three SAS. For the year ended December 31, 2017, the consolidated financial statements include the following entities:

Entites	Location	Percentage of ownership	Functional currency
Tower One	Canada	100%	Canadian dollars
Tower Three	Colombia	100%	Colombian Peso
Innervision	Colombia	90%	Colombian Peso
Evotech	Argentina	65%	Argentina Peso
Tower 3 SAS	Argentina	100%	Argentina Peso
TCTS	USA	70%	US dollars

All significant inter-company balances and transactions have been eliminated on consolidation.

(c) Use of Estimates and Judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant areas requiring the use of management estimates include the following:

(i) Valuation of listing expense

The determination of listing expense involves extensive estimates on the value of shares and the fair values of assets and liabilities at the date of the transaction.

(ii) Intangible Assets – useful lives

The Company record intangible assets purchased in a business combination at their fair value. Determining fair value requires management to use estimates that could be material. Following initial recognition, the Company carries the value of intangible assets at cost less accumulated amortization and any accumulated impairment losses. Amortization is recorded on a straight-line basis based upon management’s estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of technical obsolescence or legal and other limits to use. A change in the useful life or residual value will impact the reported carrying value of the intangible assets resulting in a change in related amortization expense.

(iv) Inputs into Black-Scholes model

The Company has applied estimates with respect to the valuation of shares issued for non-cash consideration. Shares are valued first at the fair value of services received, and if this not readily determinable, at the fair value of the equity instruments granted at the date the Company receives the goods or services.

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of services performed, and if the fair value of the services performed is not readily determinable, at the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying common shares, the expected life of the share option, volatility and dividend yield. The fair value of the underlying common shares is assessed as the quoted market price on grant date. The assumptions and models used for estimating fair value for share-based payment transactions are discussed in Note 9. Actual results may differ from these estimates and assumptions.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

(v) Useful lives of Equipment

Amortization is recorded on a declining balance basis based upon management’s estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of the physical condition, technical obsolescence or legal and other limits to use. A change in the useful life or residual value will impact the reported carrying value of towers and equipment resulting in a change in related amortization expense.

Use of Judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments with a significant risk of material adjustment in the year:

(i) Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern. Further information regarding going concern is outlined in Note 1.

(ii) Income taxes

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the consolidated financial statements.

(iii) Determination of control in business acquisitions

The determination of the acquirer in business acquisitions is subject to judgment and requires the Company to determine which party obtains control of the combining entities. Management applies judgment in determining control by assessing the following three factors: whether the Company has power; whether the Company has exposure or rights to variable returns; and whether the Company has the ability to use its power to affect the amount of its returns. In exercising this judgment, management reviewed the representation on the Board of Directors and key management personnel, the party that initiated the transaction, and each of the entities’ activities.

The assessment of whether an acquisition constitutes a business is also subject to judgment and requires the Company to review whether the acquired entity contains all three elements of a business, including inputs, processes and the ability to create output.

(iv) Intangible Assets – impairment

The application of the Company’s accounting policy for intangible assets expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available.

(v) Classification of lease agreements

Management uses judgment in determining whether a lease is a finance lease arrangement that transfers substantially all the risks and rewards of ownership.

(vi) Impairment of Equipment

At the end of each reporting period, management makes a judgment whether there are any indications of impairment of its equipment. If there are indications of impairment, management performs an impairment test on a cash-generating unit basis. The impairment test compares the recoverable amount of the asset to its carrying amount. The recoverable amount is the higher of the asset’s value in use (present value of the estimated future cash flows) and its estimated fair value less costs of disposal.

(vii) Determination of functional currency

The determination of the functional currency for the Company and its subsidiaries was based on management's judgment of the underlying transactions, events and conditions relevant to each entity.

XML

REVERSE ACQUISITION AND LISTING EXPENSE

12 Months Ended

Dec. 31, 2017

Disclosure of reverse acquisition and listing expense [Abstract]

REVERSE ACQUISITION AND LISTING EXPENSE

3. REVERSE ACQUISITION AND LISTING EXPENSE

On January 17, 2017, the Company completed the transactions described in Note 1 by issuing 30,000,000 common shares to the shareholders of Tower Three. For accounting purposes, the Acquisition is considered to be outside the scope of IFRS 3 Business Combinations since Tower One was inactive prior to the Acquisition and were limited to the management of cash resources and the maintenance of its listing and accordingly did not constitute a business. The Acquisition is accounted for in accordance with IFRS 2 Share-based Payment whereby Tower Three is deemed to have issued shares in exchange for the net assets or liabilities of Tower One together with its listing status at the fair value of the consideration received by Tower Three.

Since the share and share based consideration allocated to the former shareholders of the Company on closing the Acquisition is considered within the scope of IFRS 2 Share-Based Payment, and the Company cannot identify specifically some or all of the goods or service received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations plus liabilities assumed by the Company acquired on closing was expensed in the consolidated statement of comprehensive loss as listing expense.

The Company is deemed to have issued 6,735,885 common shares of Tower Three at $0.15 per common share for a fair value of $1,010,383, which is included as consideration to the former shareholders of the Company. The $0.15 value for the above-mentioned shares was based on the fair value from the concurrent private placement.

The fair value of all the consideration given and charged to listing expense was comprised of:

	$
Fair value of share based consideration allocated:
Deemed share issuance	1,010,383
Identifiable net obligations assumed:
Cash and cash equivalent	(1,378,183)
Subscriptions received for private placement	1,602,257
Other assets	(230,097)
Liabilities	139,807
	133,784
Total listing expense	1,144,167

XML

ACQUISITION OF EVOLUTION TECHNOLOGY SA

12 Months Ended

Dec. 31, 2017

Disclosure of acquisition of evolution technology sa [Abstract]

ACQUISITION OF EVOLUTION TECHNOLOGY SA

4. ACQUISITION OF EVOLUTION TECHNOLOGY SA

On March 30, 2017, the Company entered into a Share Purchase Offer Agreement with the shareholders of Evolution Technology SA (“Evotech”) to acquire a 65% ownership interest. Since its incorporation on March 10, 2016, Evotech has obtained various permits for constructing cellular towers and also has a master lease agreement with a major telecom carrier in Argentina.

To obtain the 65% ownership interest, the Company paid US$350,000 to the original shareholders of Evotech and transferred US$400,000 to Evotech for operating expenses. The Company also issued 1,500,000 common shares with a fair value of $480,000 to the shareholders of Evotech. In addition, the Company is committed to contribute the funds necessary for Evotech to construct 50 towers, or a lower number of towers to be agreed between the parties, for up to a total maximum amount of US$3,500,000. The original shareholders of Evotech have the option to exchange all and not less than all of the remaining 35% ownership interest in Evotech for 7,000,000 common shares of the Company on or before June 30, 2018 if Evotech constructs 50 towers.

The Company determined that the acquisition of Evotech constituted a business combination as Evotech has inputs, processes and outputs. As such the Company has applied the acquisition method of accounting.

As part of the acquisition of Evotech, the Company has acquired Evotech’s master lease agreement, which has been recorded as an intangible asset. The Company has determined that the useful life of this intangible asset is 25 years, and accordingly, the Company recorded an amortization expense of $59,471 during the year ended December 31, 2017.

The following table presents the allocation of the consideration to the fair value of assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition:

	$
Cash	4,676
Due from shareholders	6,490
Construction in progress	163,529
Master lease	1,982,354
Less: liabilities assumed
Accounts payable	(7,440)
Deferred income tax liability	(693,824)
Net assets of Evotech	1,455,785
Net assets attributed to non-controlling interest	(509,524)
Total consideration	946,260

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ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC.

12 Months Ended

Dec. 31, 2017

Disclosure of acquisition of tower construction & technical services, inc. [Abstract]

ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC.

5. ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC.

On October 18, 2017, the Company entered into an Escrow Agreement with the shareholders of TCTS to acquire a 70% ownership interest in TCTS.

To obtain the 70% ownership interest, the Company committed to operate the business, manage its financial affairs. No cash or equity consideration was provided for this acquisition.

The Company determined that the acquisition of TCTS constituted a business combination as it has inputs, processes and outputs. As such the Company has applied the acquisition method of accounting.

The following table presents assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition:

	$
Liabilities assumed:
Bank indebtedness	(52,042)
Accounts payable	(5,201)
Due to related parties	(127,655)
Net liabilities of TCTS	(184,898)
Net liabilities attributed to non-controlling interest	-
Excess of net liabilities over consideration paid	184,898

The excess of net liabilities over consideration paid was written off to loss on investments as the future profitability of TCTS is uncertain.

The accounting for this business combination has not yet been finalized and the Company is reporting provisional amounts for the items for which the accounting is not complete. These provisional amounts may be adjusted during the measurement period, or additional assets or liabilities may be recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

Subsequent to December 31, 2017, the Company reported its intention to divest itself of TCTS as described in Note 17.

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SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Disclosure of significant accounting policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

6. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements:

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits in banks and highly liquid investments having original terms to maturity of 90 days or less.

Loss per share

Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. To compute diluted loss per share, adjustments are made to common shares outstanding. The weighted average number of common shares outstanding is adjusted to include the number of additional common shares that would be outstanding if, at the beginning of the period or at time of issuance, all options and warrants were exercised. For the periods presented, this calculation proved to be anti-dilutive.

Revenue recognition

The Company’s leasing revenue is derived from lease arrangements to obtain rights to use the Company’s equipment.

Leases in which a significant portion of the risks and rewards of ownership are retained by the Company are classified as operating leases. Assets under operating leases are included in equipment. Leasing revenue from operating leases is recognized as the leasing services are provided.

Leases in which a significant portion of the risks and rewards of ownership are transferred by the Company to the lessee are classified as finance leases. Assets subject to finance leases are initially recognized at an amount equal to the net investment in the lease, which is the fair value of the asset, or if lower, the present value of the minimum lease payment. The interest component of the lease payments is recognized over the term of the lease based on the effective interest rate method and is included in leasing revenue.

The Company also earns service revenue from time to time. This revenue is recognized when the amount of revenue can be measured reliably, the economic benefits will flow to the entity and the services are performed.

Foreign currency translation

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Foreign currency transactions are translated into each entity’s functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the profit or loss.

Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders' equity.

For the year ended December 31, 2017, an unrealized foreign exchange translation loss of $18,120 was recorded under accumulated other comprehensive loss as a result of changes in the value of the Columbian Peso, Argentina Peso and US dollars with respect to the Canadian dollar.

Equipment

Equipment is stated at cost less accumulated amortization and accumulated impairment loss. Amortization expense for towers begins in the month of transfer of each tower from construction in progress to towers. Costs not clearly related to the procurement, manufacturing and implementation are expensed as incurred.

Towers represent wireless broadcast towers owned by the Company. The towers are operated at various sites and under contractual license agreements. Equipment is measured at cost less accumulated amortization and accumulated impairment loss.

Amortization of the equipment is calculated on the declining-balance basis at the following annual rates:

 • Towers- 5%

 • Furniture and equipment - between 10% and 33.3%

Costs of assets in the course of construction are capitalized as construction in progress. On completion, the cost of construction is transferred to the appropriate category of property and equipment and amortization commences when the asset is available for its intended use.

An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss.

Intangible asset

The intangible asset consists of a master lease agreement acquired by the Company. Acquired lease agreements are carried at cost less accumulated amortization and impairment. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment. Any impairment of intangible asset is recognized in the statement of operation and comprehensive loss but increases in intangible asset values are not recognized.

Estimated useful lives of intangible assets are shorter of the economic life and the period the right is legally enforceable. The assets’ useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The useful life of the Company’s intangible asset is estimated to be 25 years.

At each financial position reporting date, the carrying amounts of the Company’s long-lived assets, including property and equipment and intangible asset, are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs.

Impairment

Non-financial assets, including intangible assets, are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may be less than its recoverable amount. Management uses judgment to estimate these inputs and any changes to these inputs could have a material impact on the impairment calculation. For impairment testing, non-financial assets that do not generate independent cash flows are grouped together into cash-generating units (CGUs), which represent the levels at which largely independent cash flows are generated. An impairment loss is recognized in earnings to the extent that the carrying value of an asset, CGU or group of CGU’s exceeds its estimated recoverable amount. The recoverable amount of an asset, CGU or group of CGU’s is the greater of its value in use and its fair value less cost to sell. Value in use is calculated as the present value of the estimated future cash flows discounted at appropriate pre-tax discount rates. An impairment loss relating to a specific asset reduces the carrying value of the asset. An impairment loss relating to a group of CGU’s is allocated on a pro-rata basis to reduce the carrying value of the assets in the units comprising the group. A previously recognized impairment loss related to non-financial assets is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss related to non-financial assets is reversed if there is a subsequent increase in the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying value does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no loss had been recognized.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value at grant date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus.

Share-based payments

Share-based payments to employees are measured at the fair value of goods or services received. If these are not readily determinable, share-based payments are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to warrants and options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related amount in warrants and options reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from share-based payments reserve. For those options that expire or are forfeited after vesting, the recorded value is transferred to deficit.

Income taxes

Income tax expense consisting of current and deferred tax expense is recognized in the consolidated statement of comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resourced embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

Financial instruments

(a) Financial assets

The Company classifies its financial assets in the following categories: held-to-maturity, fair value through profit or loss (“FVTPL”), loans and receivables, and available-for-sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity

These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized through profit or loss.

Available-for-sale

Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized through other comprehensive income (loss).

The Company has classified its cash at fair value through profit or loss. The Company’s due from related parties are classified as loans and receivables.

Impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset could be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss.

(b) Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Other financial liabilities

This category consists of liabilities carried at amortized cost using the effective interest method.

The Company’s accounts payable, loans payable and due to related parties are classified as other financial liabilities.

Adoption of new pronouncements

The Company did not adopt any new or amended accounting standards during the year ended December 31, 2017 which had a significant impact on the Financial Statements.

Future changes in accounting policies

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for future accounting periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

Standard effective for annual periods beginning on or after January 1, 2018

IFRS 9 Financial Instruments - In November 2009, as part of the IASB project to replace IAS 39 Financial Instruments: Recognition and Measurement, the IASB issued the first phase of IFRS 9, that introduces new requirements for the classification and measurement of financial assets. The standard was revised in October 2010 to include requirements regarding classification and measurement of financial liabilities. In November 2013 the standard was revised to add the new general hedge accounting requirements. The standard was finalized in July 2014 and was revised to add a new expected loss impairment model and amends the classification and measurement model for financial assets by adding a new fair value through other comprehensive income (“FVOTCI”) category for certain debt instruments and additional guidance on how to apply the business model and contractual cash flow characteristics test. The Company expects that it would not have a significant impact on the Company's financial statements.

IFRS 15 - Revenue from Contracts with Customers -On May 28, 2014 the IASB issued IFRS 15, “Revenue from contracts with customers”. IFRS 15 will replace IAS 11, “Construction contracts”, IAS 18, “Revenue”, IFRIC 13, “Customer loyalty programmes”, IFRIC 15, “Agreements for the construction of real estate”, IFRIC 18, “Transfers of assets from customers” and SIC 31, “Revenue – barter transactions involving advertising services”. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time; or over time.

The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other IFRSs. Entities will have a choice of full retrospective application or prospective application with additional disclosures (simplified transition method). The retrospective approach was adopted by the Company and the Company has assessed that this new standard has no material impact on the consolidated financial statements.

IFRS 2 Share-based Payment - In November 2016, the IASB has revised IFRS 2 to incorporate amendments issued by the IASB in June 2016. The amendment provide guidance on the accounting for i) the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; ii) share-based payment transactions with a net settlement feature for withholding tax obligations and iii) a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Earlier application is permitted. The Company expects that it would not have a significant impact on the Company's financial statements.

Standard effective for annual periods beginning on or after January 1, 2019

IFRS 16 – Leases - In June 2016, the IASB issued IFRS 16 - Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. However, lessees are no longer classifying leases as either operating leases or finance leases as it is required by IAS 17. The Company expects that it would not have a significant impact on the Company's financial statements.

The new standard is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities that apply IFRS 15, “Revenue from contracts with customers” at or before the date of initial adoption of IFRS 16.

The extent of the impact of adoption of these above standards on the financial statements of the Company has not yet been determined.

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EQUIPMENT

12 Months Ended

Dec. 31, 2017

Disclosure of detailed information about property, plant and equipment [abstract]

EQUIPMENT

7. EQUIPMENT

	Construction in		Furniture and
	progress	Towers	equipment	Total
	$	$	$	$
Cost
Balance, December 31, 2015	-	-	-	-
Additions	-	244,708	-	244,708
Foreign exchange movement	-	7,313	-	7,313
Balance, December 31, 2016	-	252,021	-	252,021
Acquired through acquisition of Evotech	-	163,529	-	163,529
Additions	2,780,680	37,249	69,267	2,887,196
Transfer from construction in progress to towers	(726,930)	726,930	-	-
Foreign exchange movement	(248,822)	(146,142)	(8,752)	(403,716)
Balance, December 31, 2017	1,804,928	1,033,587	60,515	2,899,030
Accumulated amortization
Balance, December 31, 2015	-	-	-	-
Additions	-	3,440	-	3,440
Foreign exchange movement	-	103	-	103
Balance, December 31, 2016	-	3,543	-	3,543
Additions	-	27,458	7,539	34,997
Foreign exchange movement	-	(5,101)	(1,071)	(6,172)
Balance, December 31, 2017	-	25,900	6,464	32,334
Net book value
December 31, 2016	-	248,478	-	248,478
December 31, 2017	1,804,928	1,007,687	54,081	2,866,696

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RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Dec. 31, 2017

Disclosure of transactions between related parties [abstract]

RELATED PARTY TRANSACTIONS AND BALANCES

8. RELATED PARTY TRANSACTIONS AND BALANCES

Due to related parties consists of short term amounts advanced to, services rendered and expenses paid on behalf of the Company by shareholders of the Company. These amounts are unsecured, non-interest bearing (except indicated below), and payable on demand. As at December 31, 2017 and December 31, 2016, the Company has the following balances with related parties:

	2017	2016
Due to related parties:	$	$
Amounts owing to companies under common control	598,847	545,857
Amounts owing to the parent of the CEO	741,803	69,665
	1,340,650	615,522

Included in accounts payable was the commission payables in the amount of $nil to the officers of the company (2016 - $6,531).

Amounts owing as at December 31, 2017 which are noted above include the following loan agreements entered into during the year ended December 31, 2017:

(a)

On March 3, 2017, the Company entered into a loan agreement in the amount of $376,350 (USD$300,000) with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 360 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $68,052 interest expense on this loan payable.

(b)

On September 28, 2017, the Company entered into a loan agreement in the amount of $376,350 (USD$300,000) with a company controlled by a director of the Company. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $23,509 interest expense on this loan payable. The loan balance was fully repaid on January 25, 2018.Previously, the Company entered into a loan agreement with the same party on June 9, 2017 in the amount of $125,450 (USD$100,000). The loan bore interest at 10% per annum and was discharged on July 25, 2017 with a total interest expense of $1,299.

(c) On October 10, 2017, the Company entered into a loan agreement in the amount of $250,900 (USD$200,000) with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $45,368 interest expense on this loan payable.

(d) On October 12, 2017, the Company entered into a loan agreement in the amount of $188,175 (USD$150,000) with a company controlled by a director of the Company.. The loan was drawn down October 26, 2017. The loan is unsecured, bears interest at 24% per annum and is repayable in 120 days. During the year ended December 31, 2017, the Company incurred $9,898 interest expense on this loan payable. In addition, the Company also granted 150,000 stock options to the Lender.

Related Party Transactions and Key Management and Personnel Compensation

Key management personnel receive compensation in the form of short-term employee benefits, share-based payments, and post-employment benefits. Key management personnel include the Chief Executive Officer, Chief Financial Officer, and directors of the Company. The remuneration of key management is as follows:

	2017	2016
	$	$
Consulting fees paid to the CEO	151,200	-
Consulting fees paid to the CFO	120,055	-
	271,255	-

During the year ended December 31, 2017, the Company granted 15,695,000 stock options and loan incentive options to directors and officers and recorded share-based compensation of $3,693,798 and $23,980 (2016 - $nil).

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SHARE CAPITAL

12 Months Ended

Dec. 31, 2017

Disclosure of classes of share capital [abstract]

SHARE CAPITAL

9. SHARE CAPITAL

Authorized:

Unlimited	Class A common shares without par value
1,500,000	Class B Series I preferred shares without par value
1,000,000	Class B Series II preferred shares without par value

Issued and outstanding:

(i)      On January 12, 2017, the Company closed a non-brokered private placement and issued 15,484,912 units at $0.15 per unit for gross proceeds of $2,322,737. Each unit is comprised of one common share and one share purchase warrant exercisable for one common share at an exercise price of $0.40 for 12 months following the transaction. If the share price trades at $0.60 for 10 consecutive trading days then the warrant holders will receive notice from the Company to accelerate the exercise of the warrants within 10 days or they will expire. The Company paid finders and brokers cash commissions of $87,767 and issued 585,117 broker warrants with the same terms as the warrants in the private placement. The broker warrants have the same terms as those issued as part of the units and have a fair value of $142,319 calculated using the black-scholes option pricing model.

On June 19, 2017, the Company announced warrant price reduction and exercise incentive program. Under the incentive program, the exercise price of the warrants issued on January 12, 2017 were reduced to $0.30 if exercised prior to July 21, 2017 and one Incentive Warrant will be granted for each warrant exercised. Each Incentive Warrant will be exercisable to acquire one common share at a price of $0.50 for one year. As a result, 3,774,466 warrants were exercised under this program and consequently, 3,774,466 Incentive Warrants were issued. The Company received proceeds of $1,132,340 for the exercise of warrants.

(ii)	On April 18, 2017, the Company issued 500,000 common shares to Rojo Resources Ltd. (Rojo). Under an Assignment Agreement whereby the Company would take assignment of all of Rojo’s assets in consideration of 500,000 common shares to Rojo. This Assignment Agreement was subsequently terminated and as a result, the fair value of the investment in the amount of $175,000 was fully written off.
(iii)	On June 21, 2017, the Company issued a total of 1,000,000 common shares for services with a fair value of $340,000. The fair value of the services received was not readily determinable, as such, the shares were valued at the fair value of common shares on grant date.
(iv)	During the year ended December 31, 2017, the Company issued 14,904,901 common shares for gross proceeds of $3,818,339 pursuant to the exercise of stock options and warrants. In connection with the exercise of stock options and warrants, $2,959,537 was transferred from contributed surplus to share capital.
(v)	During the year ended December 31, 2017, the Company issued common shares in connection with the reverse take over transaction described in Note 3 and the acquisition of Evotech described in Note 4.

Escrowed shares

(i)      Pursuant to an escrow agreement dated January 11, 2017, the 30,000,000 common shares issued pursuant to the Acquisition are subject to escrow restrictions. The escrow shares will be released based on certain conditions. At December 31, 2017, 30,000,000 common shares remain in escrow.

(ii)  In addition, the 500,000 common shares issued to Rojo are subject to escrow restrictions. These escrow shares will be released 10% on the issuance date, with the remaining to be released 15% every six months. As of December 31, 2017, there were 375,000 common shares remain in escrow.

Warrants

Information regarding the Company’s outstanding warrants is summarized below:

		Weighted average
	Number	exercise price
		$
Balance, December 31, 2016 and 2015	-	-
Granted	19,844,495	0.42
Exercised	(3,774,466)	0.40
Balance, December 31, 2017	16,070,029	0.42

The following table summarizes the share purchase warrants outstanding and exercisable as at December 31, 2017:

		Weighted average
Number of warrants outstanding		remaining life of
and exercisable	Exercise Price	Warrants	Expiry date
	$
12,295,563	0.40	0.03	January 12, 2018
3,774,466	0.50	0.55	July 21, 2018
16,070,029	0.42	0.16

There were no warrants outstanding and exercisable as at December 31, 2016 and 2015.

As part of the January 12, 2017 private placement, the Company issued 585,117 agent warrants as part of the share issue costs. The fair value of the agent warrants was determined to be $142,319 or $0.24 per warrant using the Black-Scholes option pricing model, which requires management to make estimates that are subjective and may not be representative of the actual results. Changes in assumptions can materially affect estimates of fair value. The following assumptions were used for the calculation:

Risk-free interest rate	0.76%
Expected life (in years)	2 years
Expected volatility	171%
Expected dividend yield	0%
Expected forfeiture rate	0%

Stock options

The Company has established a stock option plan for directors, employees, and consultants. Under the Company's stock option plan, the exercise price of each option is determined by the Board, subject to the Discounted Market Price policies of the Canadian Stock Exchange. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued shares at the time the options are granted. The aggregate number of options granted to any one optionee in a 12 month period is limited to 5% of the issued shares of the Company.

During the year ended December 31, 2017, the Company granted stock options to certain directors, officers, debtors, employees and consultants of the Company.

A continuity of stock options for the years ended December 31, 2017 and 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 is as follows:

		Weighted average
	Number	exercise price
		$
Balance, December 31, 2016 and 2015	-	-
Granted	15,695,000	0.25
Exercised	(11,130,435)	0.17
Balance, December 31, 2017	4,564,565	0.28

As at December 31, 2017, the following options were outstanding and exercisable:

Options	Options	Exercise	Remaining life	Expiry
Outstanding	exercisable	price	(years)	date
		$
700,000	531,250	0.45	4.21	March 17, 2022
219,565	219,565	0.23	4.34	May 4, 2022
1,100,000	1,100,000	0.25	4.71	September 14, 2022
100,000	100,000	0.25	4.79	October 16, 2022
600,000	600,000	0.25	4.92	November 29, 2022
695,000	695,000	0.26	4.92	November 30, 2022
100,000	100,000	0.25	4.94	December 8, 2022
1,050,000	1,050,000	0.25	2.00	December 31, 2019
4,564,565	4,395,815	0.28	4.06

There were no options outstanding and exercisable as at December 31, 2016 and 2015.

During the year ended December 31, 2017, the Company recorded share-based compensation expense of $3,693,800, representing the fair value of stock options granted and vested during the year. The fair value of stock options granted was calculated using the Black-Scholes option pricing model, which requires management to make estimates that are subjective and may not be representative of the actual results. Changes in assumptions can materially affect estimates of fair value. The following assumptions were used for the calculation:

Risk-free interest rate	0.76%
Expected life (in years)	2 years
Expected volatility	215%
Expected dividend yield	0%
Expected forfeiture rate	0%
Share price	$0.25
Weighted average fair value of options granted	$0.26

No stock options were granted during the period from incorporation on December 30, 2015 to December 31, 2016.

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CAPITAL DISCLOSURE

12 Months Ended

Dec. 31, 2017

Disclosure of capital disclosure [Abstract]

CAPITAL DISCLOSURE

10. CAPITAL DISCLOSURE

The Company considers its capital under management to be comprised of shareholders’ equity and any debt that it may issue. The Company’s objectives when managing capital are to maximize return on investment in towers, expand the Company’s wireless coverage footprint and to maximize returns for shareholders over the long term. The Company is not subject to any capital restrictions. There has been no change in the Company’s objectives in managing its capital.

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FINANCIAL INSTRUMENTS AND RISK

12 Months Ended

Dec. 31, 2017

Disclosure of detailed information about financial instruments [abstract]

FINANCIAL INSTRUMENTS AND RISK

11. FINANCIAL INSTRUMENTS AND RISK

Fair values

The Company’s financial instruments include cash, amounts receivable, bank indebtedness, accounts payable, due to related parties and loans payable. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature.

The following table summarizes the carrying values of the Company’s financial instruments:

	2017	2016
	$	$
Financial assets at fair value through profit or loss (i)	284,225	9,864
Loans and receivables (ii)	90,940	-
Other financial liabilities (iii)	2,244,992	70,406

(i)	Cash
(ii)	Amounts receivable and due from related party
(iii)	Bank indebtedness, accounts payable, due to related parties and loans payable

The Company provides information about financial instruments that are measured at fair value, grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair value are observable.

• Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

• Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.

The Company’s cash is measured using level 1 fair value measurements.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. To minimize the credit risk the Company places cash with high credit quality financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company’s ability to collect its revenue in a timely manner, continuous support from shareholders and investors and maintain sufficient cash on hand. As at December 31, 2017, the Company is not subject to significant liquidity risk.

Currency Risk

The Company generates revenues and incurs expenses and capital expenditures in Canada, Colombia, Argentina and USA and is exposed to the resulting risk from changes in foreign currency exchange rates. Some administrative and head office related expenses are incurred in Canada. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risks. A significant change in the currency exchange rates between the Canadian dollar relative to the Colombia Peso, Argentina Peso or US dollars could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations.

At December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three	Evotech		Innervision
	Colombian	Argentinian	TCTS	Colombian
	Peso	Peso	US Dollar	peso	Total
	$	$	$	$	$
Cash	920	41,801	5,339	-	48,060
Line of credit	-	-	(48,096)	-	(48,096)
Accounts receivable	1,164	16,160	-	-	17,324
Accounts payable	(80,868)	(472,181)	-	-	(553,049)
Due to related parties	(1,340,650)	-	-	-	(1,340,650)
				-
	(1,419,434)	(414,220)	5,339		(1,828,315)

As at December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three
	Colombian Peso
	$
Cash	9,864
Due to related parties	(21,151)
	(11,758)

Interest Rate Risk

Risk Interest rate risk is the risk that future cash flows of the Company’s assets and liabilities can change due to a change in interest rates. Loans payable have a fixed interest rate of 24%, and cash earns interest at a nominal rate. The Company is not exposed to significant interest rate risk.

Other Price Risk

The Company is not subject to other price risk.

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INCOME TAXES

12 Months Ended

Dec. 31, 2017

Major components of tax expense (income) [abstract]

INCOME TAXES

12. INCOME TAXES

Deferred taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Deferred tax assets are evaluated periodically and if realization is not considered likely, a valuation allowance is provided.

The reconciliation of income tax attributable to continuing operations computed at the statutory tax rate of 26% (2016– 25%, 2015 - 25%) to income tax expense is:

			Period from
			incorporation
			on December
			30, 2015 to
			December 31,
	2017	2016	2015
Canadian statutory income tax rate	26%	25%	25%
	$	$	$
Income tax recovery at statutory rate	2,458,000	73,000	5,000
Effect on income taxes of:
Income tax rate differences	6,000	-	-
Permanent differences	(1,457,000)	-	-
Losses not recognized	(902,000)	(73,000)	(5,000)
Income taxes recoverable	(105,000)	-	-

The significant components of deferred income tax assets and liabilities are as follows:

	2017	2016
	$	$
Deferred income tax assets (liabilities)
Non-capital losses carried forward	2,214,000	78,000
Share issuance costs	19,000	-
Total gross deferred income tax assets	2,233,000	78,000
Unrecognized deferred income tax assets	(2,128,000)	(78,000)
Net deferred income tax asset (liabilities)	105,000	–
Intangible assets	(694,000)	–
Net deferred income tax asset (liabilities)	(589,000)	–

As at December 31, 2017, the Company had non-capital losses carried forward of approximately $7,829,000 (2016 - $292,000) which may be applied to reduce future years’ taxable income.

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ECONOMIC DEPENDENCE

12 Months Ended

Dec. 31, 2017

Disclosure of acquisition of economic dependence [Abstract]

ECONOMIC DEPENDENCE

13. ECONOMIC DEPENDENCE

For the year ended December 31, 2017, all the sales were generated by three customers (2016 - two customers, 2015 - none). The loss of this customer could have a material adverse effect on the Company’s financial position and results of operations.

During the year ended December 31, 2017, the Company had revenue from three customers representing 100% (2016 - 100%, 2015 - N/A) of total revenues for the year.

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SUPPLEMENTAL CASH FLOW INFORMATION

12 Months Ended

Dec. 31, 2017

Disclosure of Supplemental cash flow information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

14.      SUPPLEMENTAL CASH FLOW INFORMATION

			Period from
			incorporation on
			December 30,
			2015 to December
	2017	2016	31, 2015
	$	$	$
Cash paid for interest	24,399	-	-
Cash paid for income taxes	-	-	-
	24,399

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SEGMENTED INFORMATION

12 Months Ended

Dec. 31, 2017

Disclosure of segmented information [Abstract]

SEGMENTED INFORMATION

15. SEGMENTED INFORMATION

The Company has three operating segments, which are the locations in which the Company operates. The reportable segments are the Company’s Argentinian, Colombian, and American operations. A breakdown of revenues, short-term assets, and long-term assets for each reportable segment as at and for the year ended December 31, 2017. As at December 31, 2016 and 2015, the Company had one operating segment, Colombia.

2017	United States	Argentina	Colombia	Total
	$	$	$	$
Revenues	16,737	65,061	118,700	200,458
Current assets	5,339	111,773	108,653	225,765
Non-current assets	35	2,525,290	355,806	2,881,131

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COMMITMENTS

12 Months Ended

Dec. 31, 2017

Disclosure of commitments [Abstract]

COMMITMENTS

16. COMMITMENTS

The Company is committed to construct 50 towers in Argentina as described in Note 4.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2017

Disclosure of non-adjusting events after reporting period [abstract]

SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

(i)	On April 3, 2018, the Company entered into an acquisition agreement with a Mexican-based private tower Company.
(ii)	On February 2, 2018, the Company announced a proposal to spin out its 70% owned subsidiary as a separate entity.
(iii)	The Company issued 8,665,201 common shares pursuant to the exercise of warrants for gross proceeds of $2,166,300.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2017

Disclosure of significant accounting policies [Abstract]

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents are comprised of cash on hand, deposits in banks and highly liquid investments having original terms to maturity of 90 days or less.

Loss per share

Loss per share

Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. To compute diluted loss per share, adjustments are made to common shares outstanding. The weighted average number of common shares outstanding is adjusted to include the number of additional common shares that would be outstanding if, at the beginning of the period or at time of issuance, all options and warrants were exercised. For the periods presented, this calculation proved to be anti-dilutive.

Revenue recognition

Revenue recognition

The Company’s leasing revenue is derived from lease arrangements to obtain rights to use the Company’s equipment.

Leases in which a significant portion of the risks and rewards of ownership are retained by the Company are classified as operating leases. Assets under operating leases are included in equipment. Leasing revenue from operating leases is recognized as the leasing services are provided.

Leases in which a significant portion of the risks and rewards of ownership are transferred by the Company to the lessee are classified as finance leases. Assets subject to finance leases are initially recognized at an amount equal to the net investment in the lease, which is the fair value of the asset, or if lower, the present value of the minimum lease payment. The interest component of the lease payments is recognized over the term of the lease based on the effective interest rate method and is included in leasing revenue.

The Company also earns service revenue from time to time. This revenue is recognized when the amount of revenue can be measured reliably, the economic benefits will flow to the entity and the services are performed.

Foreign currency translation

Foreign currency translation

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Foreign currency transactions are translated into each entity’s functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the profit or loss.

Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders' equity.

For the year ended December 31, 2017, an unrealized foreign exchange translation loss of $18,120 was recorded under accumulated other comprehensive loss as a result of changes in the value of the Columbian Peso, Argentina Peso and US dollars with respect to the Canadian dollar.

Equipment

Equipment

Equipment is stated at cost less accumulated amortization and accumulated impairment loss. Amortization expense for towers begins in the month of transfer of each tower from construction in progress to towers. Costs not clearly related to the procurement, manufacturing and implementation are expensed as incurred.

Towers represent wireless broadcast towers owned by the Company. The towers are operated at various sites and under contractual license agreements. Equipment is measured at cost less accumulated amortization and accumulated impairment loss.

Amortization of the equipment is calculated on the declining-balance basis at the following annual rates:

• Towers - 5%

 • Furniture and equipment - between 10% and 33.3%

Costs of assets in the course of construction are capitalized as construction in progress. On completion, the cost of construction is transferred to the appropriate category of property and equipment and amortization commences when the asset is available for its intended use.

An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss.

Intangible asset

Intangible asset

The intangible asset consists of a master lease agreement acquired by the Company. Acquired lease agreements are carried at cost less accumulated amortization and impairment. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment. Any impairment of intangible asset is recognized in the statement of operation and comprehensive loss but increases in intangible asset values are not recognized.

Estimated useful lives of intangible assets are shorter of the economic life and the period the right is legally enforceable. The assets’ useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The useful life of the Company’s intangible asset is estimated to be 25 years.

At each financial position reporting date, the carrying amounts of the Company’s long-lived assets, including property and equipment and intangible asset, are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs.

Impairment

Impairment

Non-financial assets, including intangible assets, are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may be less than its recoverable amount. Management uses judgment to estimate these inputs and any changes to these inputs could have a material impact on the impairment calculation. For impairment testing, non-financial assets that do not generate independent cash flows are grouped together into cash-generating units (CGUs), which represent the levels at which largely independent cash flows are generated. An impairment loss is recognized in earnings to the extent that the carrying value of an asset, CGU or group of CGU’s exceeds its estimated recoverable amount. The recoverable amount of an asset, CGU or group of CGU’s is the greater of its value in use and its fair value less cost to sell. Value in use is calculated as the present value of the estimated future cash flows discounted at appropriate pre-tax discount rates. An impairment loss relating to a specific asset reduces the carrying value of the asset. An impairment loss relating to a group of CGU’s is allocated on a pro-rata basis to reduce the carrying value of the assets in the units comprising the group. A previously recognized impairment loss related to non-financial assets is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss related to non-financial assets is reversed if there is a subsequent increase in the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying value does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no loss had been recognized.

Share capital

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value at grant date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus.

Share-based payments

Share-based payments

Share-based payments to employees are measured at the fair value of goods or services received. If these are not readily determinable, share-based payments are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to warrants and options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related amount in warrants and options reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from share-based payments reserve. For those options that expire or are forfeited after vesting, the recorded value is transferred to deficit.

Income taxes

Income taxes

Income tax expense consisting of current and deferred tax expense is recognized in the consolidated statement of comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Provisions

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resourced embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

Financial instruments

Financial instruments

(a) Financial assets

The Company classifies its financial assets in the following categories: held-to-maturity, fair value through profit or loss (“FVTPL”), loans and receivables, and available-for-sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity

These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized through profit or loss.

Available-for-sale

Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized through other comprehensive income (loss).

The Company has classified its cash at fair value through profit or loss. The Company’s due from related parties are classified as loans and receivables.

Impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset could be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss.

(b) Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss

This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Other financial liabilities

This category consists of liabilities carried at amortized cost using the effective interest method.

The Company’s accounts payable, loans payable and due to related parties are classified as other financial liabilities.

Adoption of new pronouncements

Adoption of new pronouncements

The Company did not adopt any new or amended accounting standards during the year ended December 31, 2017 which had a significant impact on the Financial Statements.

Future changes in accounting policies

Future changes in accounting policies

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for future accounting periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

Standard effective for annual periods beginning on or after January 1, 2018

IFRS 9 Financial Instruments - In November 2009, as part of the IASB project to replace IAS 39 Financial Instruments: Recognition and Measurement, the IASB issued the first phase of IFRS 9, that introduces new requirements for the classification and measurement of financial assets. The standard was revised in October 2010 to include requirements regarding classification and measurement of financial liabilities. In November 2013 the standard was revised to add the new general hedge accounting requirements. The standard was finalized in July 2014 and was revised to add a new expected loss impairment model and amends the classification and measurement model for financial assets by adding a new fair value through other comprehensive income (“FVOTCI”) category for certain debt instruments and additional guidance on how to apply the business model and contractual cash flow characteristics test. The Company expects that it would not have a significant impact on the Company's financial statements.

IFRS 15 - Revenue from Contracts with Customers -On May 28, 2014 the IASB issued IFRS 15, “Revenue from contracts with customers”. IFRS 15 will replace IAS 11, “Construction contracts”, IAS 18, “Revenue”, IFRIC 13, “Customer loyalty programmes”, IFRIC 15, “Agreements for the construction of real estate”, IFRIC 18, “Transfers of assets from customers” and SIC 31, “Revenue – barter transactions involving advertising services”. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time; or over time.

The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other IFRSs. Entities will have a choice of full retrospective application or prospective application with additional disclosures (simplified transition method). The retrospective approach was adopted by the Company and the Company has assessed that this new standard has no material impact on the consolidated financial statements.

IFRS 2 Share-based Payment - In November 2016, the IASB has revised IFRS 2 to incorporate amendments issued by the IASB in June 2016. The amendment provide guidance on the accounting for i) the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; ii) share-based payment transactions with a net settlement feature for withholding tax obligations and iii) a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Earlier application is permitted. The Company expects that it would not have a significant impact on the Company's financial statements.

Standard effective for annual periods beginning on or after January 1, 2019

IFRS 16 – Leases - In June 2016, the IASB issued IFRS 16 - Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. However, lessees are no longer classifying leases as either operating leases or finance leases as it is required by IAS 17. The Company expects that it would not have a significant impact on the Company's financial statements.

The new standard is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities that apply IFRS 15, “Revenue from contracts with customers” at or before the date of initial adoption of IFRS 16.

The extent of the impact of adoption of these above standards on the financial statements of the Company has not yet been determined.

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STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of Statement of compliance and basis of presentation [Abstract]

Schedule of Consolidated Financial Statements Entities

The consolidated financial statements as at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three SAS. For the year ended December 31, 2017, the consolidated financial statements include the following entities:

Entites	Location	Percentage of ownership	Functional currency
Tower One	Canada	100%	Canadian dollars
Tower Three	Colombia	100%	Colombian Peso
Innervision	Colombia	90%	Colombian Peso
Evotech	Argentina	65%	Argentina Peso
Tower 3 SAS	Argentina	100%	Argentina Peso
TCTS	USA	70%	US dollars

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REVERSE ACQUISITION AND LISTING EXPENSE (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of reverse acquisition and listing expense [Abstract]

Schedule of Fair Value of All Consideration Given And Charged To Listing Expense

The fair value of all the consideration given and charged to listing expense was comprised of:

	$
Fair value of share based consideration allocated:
Deemed share issuance	1,010,383
Identifiable net obligations assumed:
Cash and cash equivalent	(1,378,183)
Subscriptions received for private placement	1,602,257
Other assets	(230,097)
Liabilities	139,807
	133,784
Total listing expense	1,144,167

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ACQUISITION OF EVOLUTION TECHNOLOGY SA (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of acquisition of evolution technology sa [Abstract]

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The following table presents the allocation of the consideration to the fair value of assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition:

	$
Cash	4,676
Due from shareholders	6,490
Construction in progress	163,529
Master lease	1,982,354
Less: liabilities assumed
Accounts payable	(7,440)
Deferred income tax liability	(693,824)
Net assets of Evotech	1,455,785
Net assets attributed to non-controlling interest	(509,524)
Total consideration	946,260

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ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of acquisition of tower construction & technical services, inc. [Abstract]

Schedule of Assets Acquired And Liabilities Assumed

The following table presents assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition:

	$
Liabilities assumed:
Bank indebtedness	(52,042)
Accounts payable	(5,201)
Due to related parties	(127,655)
Net liabilities of TCTS	(184,898)
Net liabilities attributed to non-controlling interest	-
Excess of net liabilities over consideration paid	184,898

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EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of detailed information about property, plant and equipment [abstract]

Schedule of Composition of Equipment

	Construction in		Furniture and
	progress	Towers	equipment	Total
	$	$	$	$
Cost
Balance, December 31, 2015	-	-	-	-
Additions	-	244,708	-	244,708
Foreign exchange movement	-	7,313	-	7,313
Balance, December 31, 2016	-	252,021	-	252,021
Acquired through acquisition of Evotech	-	163,529	-	163,529
Additions	2,780,680	37,249	69,267	2,887,196
Transfer from construction in progress to towers	(726,930)	726,930	-	-
Foreign exchange movement	(248,822)	(146,142)	(8,752)	(403,716)
Balance, December 31, 2017	1,804,928	1,033,587	60,515	2,899,030
Accumulated amortization
Balance, December 31, 2015	-	-	-	-
Additions	-	3,440	-	3,440
Foreign exchange movement	-	103	-	103
Balance, December 31, 2016	-	3,543	-	3,543
Additions	-	27,458	7,539	34,997
Foreign exchange movement	-	(5,101)	(1,071)	(6,172)
Balance, December 31, 2017	-	25,900	6,464	32,334
Net book value
December 31, 2016	-	248,478	-	248,478
December 31, 2017	1,804,928	1,007,687	54,081	2,866,696

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RELATED PARTY TRANSACTIONS AND BALANCES (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of transactions between related parties [abstract]

Schedule of Balances with Related Parties

Due to related parties consists of short term amounts advanced to, services rendered and expenses paid on behalf of the Company by shareholders of the Company. These amounts are unsecured, non-interest bearing (except indicated below), and payable on demand. As at December 31, 2017 and December 31, 2016, the Company has the following balances with related parties:

	2017	2016
Due to related parties:	$	$
Amounts owing to companies under common control	598,847	545,857
Amounts owing to the parent of the CEO	741,803	69,665
	1,340,650	615,522

Schedule of Payment Or Accruals of Related Party

Key management personnel receive compensation in the form of short-term employee benefits, share-based payments, and post-employment benefits. Key management personnel include the Chief Executive Officer, Chief Financial Officer, and directors of the Company. The remuneration of key management is as follows:

	2017	2016
	$	$
Consulting fees paid to the CEO	151,200	-
Consulting fees paid to the CFO	120,055	-
	271,255	-

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SHARE CAPITAL (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of terms and conditions of share-based payment arrangement [line items]

Schedule of Fair Value of Stock Options Weighted Average Assumptions

The following assumptions were used for the calculation:

Risk-free interest rate	0.76%
Expected life (in years)	2 years
Expected volatility	215%
Expected dividend yield	0%
Expected forfeiture rate	0%
Share price	$0.25
Weighted average fair value of options granted	$0.26

Schedule of Stock Options/warrants Outstanding And Exercisable

The following table summarizes the share purchase warrants outstanding and exercisable as at December 31, 2017:

		Weighted average
Number of warrants outstanding		remaining life of
and exercisable	Exercise Price	Warrants	Expiry date
	$
12,295,563	0.40	0.03	January 12, 2018
3,774,466	0.50	0.55	July 21, 2018
16,070,029	0.42	0.16

Summary of Stock Options Outstanding And Exercisable

As at December 31, 2017, the following options were outstanding and exercisable:

Options	Options	Exercise	Remaining life	Expiry
Outstanding	exercisable	price	(years)	date
		$
700,000	531,250	0.45	4.21	March 17, 2022
219,565	219,565	0.23	4.34	May 4, 2022
1,100,000	1,100,000	0.25	4.71	September 14, 2022
100,000	100,000	0.25	4.79	October 16, 2022
600,000	600,000	0.25	4.92	November 29, 2022
695,000	695,000	0.26	4.92	November 30, 2022
100,000	100,000	0.25	4.94	December 8, 2022
1,050,000	1,050,000	0.25	2.00	December 31, 2019
4,564,565	4,395,815	0.28	4.06

Warrants [Member]

Disclosure of terms and conditions of share-based payment arrangement [line items]

Schedule of Fair Value of Stock Options Weighted Average Assumptions

The following assumptions were used for the calculation:

Risk-free interest rate	0.76%
Expected life (in years)	2 years
Expected volatility	171%
Expected dividend yield	0%
Expected forfeiture rate	0%

Schedule of Stock Options/warrants Outstanding And Exercisable

Information regarding the Company’s outstanding warrants is summarized below:

		Weighted average
	Number	exercise price
		$
Balance, December 31, 2016 and 2015	-	-
Granted	19,844,495	0.42
Exercised	(3,774,466)	0.40
Balance, December 31, 2017	16,070,029	0.42

Summary of Stock Options Outstanding And Exercisable

A continuity of stock options for the years ended December 31, 2017 and 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 is as follows:

		Weighted average
	Number	exercise price
		$
Balance, December 31, 2016 and 2015	-	-
Granted	15,695,000	0.25
Exercised	(11,130,435)	0.17
Balance, December 31, 2017	4,564,565	0.28

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FINANCIAL INSTRUMENTS AND RISK (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of detailed information about financial instruments [abstract]

Schedule of Carrying Values of Financial Instruments

The following table summarizes the carrying values of the Company’s financial instruments:

	2017	2016
	$	$
Financial assets at fair value through profit or loss (i)	284,225	9,864
Loans and receivables (ii)	90,940	-
Other financial liabilities (iii)	2,244,992	70,406

(i)	Cash
(ii)	Amounts receivable and due from related party
(iii)	Bank indebtedness, accounts payable, due to related parties and loans payable

Schedule of Financial Instruments Denominated In Foreign Currency

At December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three	Evotech		Innervision
	Colombian	Argentinian	TCTS	Colombian
	Peso	Peso	US Dollar	peso	Total
	$	$	$	$	$
Cash	920	41,801	5,339	-	48,060
Line of credit	-	-	(48,096)	-	(48,096)
Accounts receivable	1,164	16,160	-	-	17,324
Accounts payable	(80,868)	(472,181)	-	-	(553,049)
Due to related parties	(1,340,650)	-	-	-	(1,340,650)
				-
	(1,419,434)	(414,220)	5,339		(1,828,315)

As at December 31, 2017, the Company had the following financial instruments denominated in foreign currency:

	Tower Three
	Colombian Peso
	$
Cash	9,864
Due to related parties	(21,151)
	(11,758)

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2017

Major components of tax expense (income) [abstract]

Schedule of reconciliation of income tax attributable to continuing operations statutory tax rate

The reconciliation of income tax attributable to continuing operations computed at the statutory tax rate of 26% (2016– 25%, 2015 - 25%) to income tax expense is:

			Period from
			incorporation
			on December
			30, 2015 to
			December 31,
	2017	2016	2015
Canadian statutory income tax rate	26%	25%	25%
	$	$	$
Income tax recovery at statutory rate	2,458,000	73,000	5,000
Effect on income taxes of:
Income tax rate differences	6,000	-	-
Permanent differences	(1,457,000)	-	-
Losses not recognized	(902,000)	(73,000)	(5,000)
Income taxes recoverable	(105,000)	-	-

Schedule of unrecognized deferred tax assets

The significant components of deferred income tax assets and liabilities are as follows:

	2017	2016
	$	$
Deferred income tax assets (liabilities)
Non-capital losses carried forward	2,214,000	78,000
Share issuance costs	19,000	-
Total gross deferred income tax assets	2,233,000	78,000
Unrecognized deferred income tax assets	(2,128,000)	(78,000)
Net deferred income tax asset (liabilities)	105,000	–
Intangible assets	(694,000)	–
Net deferred income tax asset (liabilities)	(589,000)	–

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of Supplemental cash flow information [Abstract]

Schedule of supplemental cash flow information

			Period from
			incorporation on
			December 30,
			2015 to December
	2017	2016	31, 2015
	$	$	$
Cash paid for interest	24,399	-	-
Cash paid for income taxes	-	-	-
	24,399

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SEGMENTED INFORMATION (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of segmented information [Abstract]

Schedule of one operating segment, Colombia

The Company has three operating segments, which are the locations in which the Company operates. The reportable segments are the Company’s Argentinian, Colombian, and American operations. A breakdown of revenues, short-term assets, and long-term assets for each reportable segment as at and for the year ended December 31, 2017. As at December 31, 2016 and 2015, the Company had one operating segment, Colombia.

2017	United States	Argentina	Colombia	Total
	$	$	$	$
Revenues	16,737	65,061	118,700	200,458
Current assets	5,339	111,773	108,653	225,765
Non-current assets	35	2,525,290	355,806	2,881,131

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NATURE OF OPERATIONS AND GOING CONCERN (Details) - CAD ($)	Dec. 31, 2017	Oct. 18, 2017	Mar. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about business combination [line items]
Accumulated deficit	$ 9,896,705			$ 313,155
Evolution Technology SA (Evotech) Member
Disclosure of detailed information about business combination [line items]
Ownership interest acquired			65.00%
Tower Construction & Technical Services, Inc (TCTS) [Member]
Disclosure of detailed information about business combination [line items]
Ownership interest acquired		70.00%

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STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (Schedule of consolidated financial statements) (Details)	12 Months Ended
	Dec. 31, 2017
Tower One [Member]
Disclosure of detailed information about business combination [line items]
Entites	Tower One
Location	Canada
Percentage of ownership	100.00%
Functional currency	Canadian dollars
Tower Three [Member]
Disclosure of detailed information about business combination [line items]
Entites	Tower Three
Location	Colombia
Percentage of ownership	100.00%
Functional currency	Colombian Peso
Innervision [Member]
Disclosure of detailed information about business combination [line items]
Entites	Innervision
Location	Colombia
Percentage of ownership	90.00%
Functional currency	Colombian Peso
Evotech [Member]
Disclosure of detailed information about business combination [line items]
Entites	Evotech
Location	Argentina
Percentage of ownership	65.00%
Functional currency	Argentina Peso
Tower 3 SAS [Member]
Disclosure of detailed information about business combination [line items]
Entites	Tower 3 SAS
Location	Argentina
Percentage of ownership	100.00%
Functional currency	Argentina Peso
TCTS [Member]
Disclosure of detailed information about business combination [line items]
Entites	TCTS
Location	USA
Percentage of ownership	70.00%
Functional currency	US dollars

XML

REVERSE ACQUISITION AND LISTING EXPENSE (Narrative) (Details) - Tower Three [Member]	Dec. 31, 2017 $ / shares shares
Disclosure of detailed information about business combination [line items]
Common share issued	30,000,000
Deemed share issuance	6,735,885
Per share price | $ / shares	$ 0.15

XML

REVERSE ACQUISITION AND LISTING EXPENSE (Schedule of fair value of all the consideration to listing expense) (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Identifiable net obligations assumed:
Total listing expense	$ 1,144,167
Tower Three [Member]
Fair value of share based consideration allocated:
Deemed share issuance	1,010,383
Identifiable net obligations assumed:
Cash and cash equivalent	(1,378,183)
Subscriptions received for private placement	1,602,257
Other assets	(230,097)
Liabilities	139,807
Total consideration	133,784
Total listing expense	$ 1,144,167

XML

ACQUISITION OF EVOLUTION TECHNOLOGY SA (Narrative) (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2018	Mar. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about business combination [line items]
Fair value of shares	$ 170,000
Useful life of intangible assets	25 years
Evolution Technology S.A. [Member]
Disclosure of detailed information about business combination [line items]
Ownership interest acquired		35.00%
Common share issued		7,000,000
Evolution Technology S.A. [Member]
Disclosure of detailed information about business combination [line items]
Ownership interest acquired			65.00%
Cash transferred			$ 350,000
Total Consideration			$ 400,000
Common share issued			150,000
Fair value of shares			$ 480,000
Total maximum amount for contribution			$ 3,500,000
Useful life of intangible assets	25 years
Amortization expense	$ 59,471

XML

ACQUISITION OF EVOLUTION TECHNOLOGY SA (Schedule of fair value of assets acquired and liabilities assumed) (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about business combination [line items]
Total assets	$ 5,301,044	$ 372,374
Evolution Technology S.A. [Member]
Disclosure of detailed information about business combination [line items]
Cash	4,676
Due from shareholders	6,490
Construction in progress	163,529
Master lease	1,982,354
Accounts payable	(7,440)
Deferred income tax liability	(693,824)
Total assets	1,455,785
Net assets attributed to non-controlling interest	(509,524)
Total consideration	$ 946,260

XML

ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Narrative) (Details)	Oct. 18, 2017
Tower Construction & Technical Services, Inc (TCTS) [Member]
Disclosure of detailed information about business combination [line items]
Ownership interest acquired	70.00%

XML

ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Schedule of presents assets acquired and liabilities) (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about business combination [line items]
Due to related parties		$ 615,522
Tower Construction & Technical Services, Inc (TCTS) [Member]
Disclosure of detailed information about business combination [line items]
Bank indebtedness	(52,042)
Accounts payable	(5,201)
Due to related parties	(127,655)
Net liabilities of TCTS	(184,898)
Net liabilities attributed to non-controlling interest
Total consideration	$ 184,898

XML

SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of detailed information about property, plant and equipment [line items]
Unrealized foreign exchange translation loss	$ (18,120)	$ (9,179)
Useful life of intangible assets	25 years
Towers [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Percentage of amortization annual rates	5.00%
Furniture and equipment [Member] | Bottom of range [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Percentage of amortization annual rates	10.00%
Furniture and equipment [Member] | Top of range [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Percentage of amortization annual rates	33.30%

XML

EQUIPMENT (Schedule of Composition of Equipment) (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	$ 248,478
Balance at end of year	2,866,696	$ 248,478
Cost [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	252,021
Additions	2,887,196	244,708
Foreign exchange movement	(403,716)	7,313
Acquired through acquisition of Evotech	163,529
Transfer from construction in progress to towers
Balance at end of year	2,899,030	252,021
Cost [Member] | Plants under construction [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year
Additions	2,780,680
Foreign exchange movement	(248,822)
Transfer from construction in progress to towers	(726,930)
Balance at end of year	1,804,928
Cost [Member] | Towers [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	252,021
Additions	37,249	244,708
Foreign exchange movement	(146,142)	7,313
Acquired through acquisition of Evotech	163,529
Transfer from construction in progress to towers	726,930
Balance at end of year	1,033,587	252,021
Cost [Member] | Office furniture and equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year
Additions	69,267
Foreign exchange movement	(8,752)
Acquired through acquisition of Evotech
Balance at end of year	60,515
Accumulated depreciation [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	3,543
Additions	34,997	3,440
Foreign exchange movement	(6,172)	103
Balance at end of year	32,334	3,543
Accumulated depreciation [Member] | Plants under construction [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year
Additions
Foreign exchange movement
Balance at end of year
Accumulated depreciation [Member] | Towers [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	3,543
Additions	27,458	3,440
Foreign exchange movement	(5,101)	103
Balance at end of year	25,900	3,543
Accumulated depreciation [Member] | Office furniture and equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year
Additions	7,539
Foreign exchange movement	(1,071)
Balance at end of year	6,464
Net book value [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	248,478
Balance at end of year	2,866,696	248,478
Net book value [Member] | Plants under construction [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year
Balance at end of year	1,804,928
Net book value [Member] | Towers [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year	248,478
Balance at end of year	1,007,687	248,478
Net book value [Member] | Furniture and equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Balance at beginning of year
Balance at end of year	$ 54,081

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RELATED PARTY TRANSACTIONS AND BALANCES (Schedule of balances with related parties) (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Disclosure of transactions between related parties [line items]
Due to related parties	$ 1,340,650
Amounts owing to companies under common control [Member]
Disclosure of transactions between related parties [line items]
Due to related parties	598,847	545,857
Amounts owing to the parent of the CEO [Member]
Disclosure of transactions between related parties [line items]
Due to related parties	$ 741,803	$ 69,665

XML

RELATED PARTY TRANSACTIONS AND BALANCES (Schedule of payment or accruals of related party) (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of transactions between related parties [line items]
Consulting fees paid	$ 271,255
CEO [Member]
Disclosure of transactions between related parties [line items]
Consulting fees paid	151,200
CFO [Member]
Disclosure of transactions between related parties [line items]
Consulting fees paid	$ 120,055

XML

RELATED PARTY TRANSACTIONS AND BALANCES (Narrative) (Details)				1 Months Ended		12 Months Ended
	Oct. 12, 2017 CAD ($) shares	Oct. 10, 2017 CAD ($) shares	Mar. 03, 2017 CAD ($) shares	Sep. 28, 2017 CAD ($) shares	Jul. 25, 2017 CAD ($)	Dec. 31, 2017 CAD ($) shares	Dec. 31, 2016 CAD ($)	Oct. 12, 2017 USD ($)	Oct. 10, 2017 USD ($)	Jun. 09, 2017 CAD ($)	Jun. 09, 2017 USD ($)	Mar. 03, 2017 USD ($)
Disclosure of transactions between related parties [line items]
Commission payables							$ 6,531
Bears interest per annum						24.00%
Option granted | shares						15,695,000
CEO [Member]
Disclosure of transactions between related parties [line items]
Loan Agreement		$ 250,900	$ 376,350
Bears interest per annum		24.00%	24.00%						24.00%			24.00%
Loan repayable		120 days	360 days
Monthly penalty fee		10.00%	10.00%						10.00%			10.00%
Option granted | shares		300,000	300,000
Interest expense		$ 45,368				$ 68,052
CEO [Member] | USD [Member]
Disclosure of transactions between related parties [line items]
Loan Agreement									$ 200,000			$ 300,000
Former directors [Member]
Disclosure of transactions between related parties [line items]
Loan Agreement	$ 188,175			$ 376,350						$ 125,450
Bears interest per annum	24.00%			24.00%				24.00%		10.00%	10.00%
Loan repayable	120 days			120 days
Monthly penalty fee				10.00%
Option granted | shares	150,000			300,000
Interest expense	$ 9,898				$ 1,299	23,509
Share-based compensation						$ 3,693,798
Former directors [Member] | USD [Member]
Disclosure of transactions between related parties [line items]
Loan Agreement				$ 300,000				$ 150,000			$ 100,000
Directors and officers [Member]
Disclosure of transactions between related parties [line items]
Option granted | shares						15,695,000
Officers [Member]
Disclosure of transactions between related parties [line items]
Share-based compensation						$ 23,980

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SHARE CAPITAL (Narrative) (Details) - CAD ($)		1 Months Ended		12 Months Ended
	Jan. 12, 2017	Jun. 19, 2017	Apr. 18, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jun. 21, 2017	Jan. 11, 2017
Disclosure of classes of share capital [line items]
Exercise price of stock options				$ 0.28
Proceeds from common stock				3,367,310
Value of common shares				170,000
Share-based compensation				$ 3,693,799
Options and warrants [Member]
Disclosure of classes of share capital [line items]
Common shares issued				14,904,901
Proceeds from common stock				$ 3,818,339
Contributed surplus				2,959,537
Warrants [Member]
Disclosure of classes of share capital [line items]
Exercise price of stock options				$ 0.42
Rojo Resources Ltd.[Member]
Disclosure of classes of share capital [line items]
Common shares issued			500,000	500,000
Fair value of investment written off			$ 175,000
Percentage of escrow release				10.00%
Percentage of remaining release				15.00%
Services [Member]
Disclosure of classes of share capital [line items]
Common shares issued							1,000,000
Value of common shares							$ 340,000
Escrow Agreement [Member]
Disclosure of classes of share capital [line items]
Common shares issued				30,000,000				30,000,000
Escrow [Member]
Disclosure of classes of share capital [line items]
Common shares issued				375,000
Class B Series I preferred shares [Member]
Disclosure of classes of share capital [line items]
Share authorized				1,500,000
Class B Series II preferred shares [Member]
Disclosure of classes of share capital [line items]
Share authorized				1,000,000
Private placement [Member]
Disclosure of classes of share capital [line items]
Common shares issued	15,484,912
Exercise price of stock options	$ 0.15
Proceeds from common stock	2,322,737
Cash commissions	$ 87,767
Private placement [Member] | Warrants [Member]
Disclosure of classes of share capital [line items]
Common shares issued	585,117
Exercise price of stock options	$ 0.24
Value of common shares	$ 142,319
Warrants [Member]
Disclosure of classes of share capital [line items]
Common shares issued	585,117	3,774,466
Exercise price of stock options		$ 0.5
Warrants exercise		3,774,466
Proceeds from exercise of warrants		$ 1,132,340
Value of common shares	$ 142,319
Each share purchase warrant assessed value	$ 0.40

XML

SHARE CAPITAL (Schedule of stock options outstanding and exercisable) (Details)	12 Months Ended
	Dec. 31, 2017 CAD ($) shares
Underlying shares
Stock options outstanding, beginning | shares
Granted | shares	15,695,000
Exercised | shares	(11,130,435)
Stock options outstanding, ending | shares	4,564,565
Weighted Average Exercise Price
Stock options outstanding, beginning | $
Granted | $	0.25
Exercised | $	0.17
Stock options outstanding, ending | $	$ 0.28
Warrants [Member]
Underlying shares
Stock options outstanding, beginning | shares
Granted | shares	19,844,495
Exercised | shares	(3,774,466)
Stock options outstanding, ending | shares	16,070,029
Weighted Average Exercise Price
Stock options outstanding, beginning | $
Granted | $	0.42
Exercised | $	0.4
Stock options outstanding, ending | $	$ 0.42

XML

SHARE CAPITAL (Summary of stock options outstanding and exercisable) (Details)	12 Months Ended
	Dec. 31, 2017 CAD ($) shares yr	Dec. 31, 2016 shares
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	4,564,565
Options exercisable	4,395,815
Exercise Price | $	$ 0.28
Weighted Average Remaining Life of Options | yr	4.06
Warrants [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	16,070,029
Ranges of exercise prices for outstanding share options One [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	700,000
Options exercisable	531,250
Exercise Price | $	$ 0.45
Weighted Average Remaining Life of Options | yr	4.21
Expiry Date	March 17, 2022
Ranges of exercise prices for outstanding share options One [Member] | Warrants [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	12,295,563
Exercise Price | $	$ 0.4
Weighted Average Remaining Life of Options | yr	0.03
Expiry Date	January 12, 2018
Ranges of exercise prices for outstanding share options two [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	219,565
Options exercisable	219,565
Exercise Price | $	$ 0.23
Weighted Average Remaining Life of Options | yr	4.34
Expiry Date	May 4, 2022
Ranges of exercise prices for outstanding share options two [Member] | Warrants [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	3,774,466
Exercise Price | $	$ 0.50
Weighted Average Remaining Life of Options | yr	0.55
Expiry Date	July 21, 2018
Ranges of exercise prices for outstanding share options [Member] | Warrants [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	16,070,029
Exercise Price | $	$ 0.42
Weighted Average Remaining Life of Options | yr	0.16
Ranges of exercise prices for outstanding share options three [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	1,100,000
Options exercisable	1,100,000
Exercise Price | $	$ 0.25
Weighted Average Remaining Life of Options | yr	4.71
Expiry Date	September 14, 2022
Ranges of exercise prices for outstanding share options Four [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	100,000
Options exercisable	100,000
Exercise Price | $	$ 0.25
Weighted Average Remaining Life of Options | yr	4.79
Expiry Date	October 16, 2022
Ranges of exercise prices for outstanding share options Five [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	600,000
Options exercisable	600,000
Exercise Price | $	$ 0.25
Weighted Average Remaining Life of Options | yr	4.92
Expiry Date	November 29, 2022
Ranges of exercise prices for outstanding share options Six [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	695,000
Options exercisable	695,000
Exercise Price | $	$ 0.26
Weighted Average Remaining Life of Options | yr	4.92
Expiry Date	November 30, 2022
Ranges of exercise prices for outstanding share options Seven [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	100,000
Options exercisable	100,000
Exercise Price | $	$ 0.25
Weighted Average Remaining Life of Options | yr	4.94
Expiry Date	December 8, 2022
Ranges of exercise prices for outstanding share options Eight [Member]
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items]
Number of Options Outstanding and Exercisable	1,050,000
Options exercisable	1,050,000
Exercise Price | $	$ 0.25
Weighted Average Remaining Life of Options | yr	2.00
Expiry Date	December 31, 2019

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SHARE CAPITAL (Schedule of fair value of stock options weighted average assumptions) (Details)	12 Months Ended
	Dec. 31, 2017 CAD ($) yr $ / shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free interest rate	0.76%
Expected life (in years)	2
Expected volatility	215.00%
Expected dividend yield	0.00%
Expected forfeiture rate	0.00%
Share price | $ / shares	$ 0.25
Weighted average fair value of options granted | $	$ 0.26
Warrants [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free interest rate	0.76%
Expected life (in years)	2
Expected volatility	171.00%
Expected dividend yield	0.00%
Expected forfeiture rate	0.00%

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FINANCIAL INSTRUMENTS AND RISK (Narrative) (Details)	Dec. 31, 2017
Disclosure of detailed information about financial instruments [abstract]
Interest rate	24.00%

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FINANCIAL INSTRUMENTS AND RISK (Schedule of summarizes the carrying values) (Details) - CAD ($)		Dec. 31, 2017	Dec. 31, 2016
Financial Instruments And Risk Schedule Of Summarizes Carrying Values
Financial assets at fair value through profit or loss	[1]	$ 284,225	$ 9,864
Loans and receivables	[2]	90,940
Other financial liabilities	[3]	$ 2,244,992	$ 70,406

[1] Cash

[2] Amounts receivable and due from related party

[3] Bank indebtedness, accounts payable, due to related parties and loans payable

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FINANCIAL INSTRUMENTS AND RISK (Schedule of financial instruments denominated in foreign currency) (Details)) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash	$ 284,225	$ 9,864
Due to related parties		$ 615,522
Currency risk [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash	48,060
Line of credit	(48,096)
Accounts receivable	17,324
Accounts payable	(553,049)
Due to related parties	(1,340,650)
Total financial instruments	(1,828,315)
Currency risk [Member] | Tower Three Colombian peso [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash	920
Line of credit
Accounts receivable	1,164
Accounts payable	(80,868)
Due to related parties	(1,340,650)
Total financial instruments	(1,419,434)
Currency risk [Member] | Evotech Argentinian peso [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash	41,801
Line of credit
Accounts receivable	16,160
Accounts payable	(472,181)
Due to related parties
Total financial instruments	(414,220)
Currency risk [Member] | TCTS Us Dollar [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash	5,339
Line of credit	(48,096)
Accounts receivable
Accounts payable
Due to related parties
Total financial instruments	5,339
Currency risk [Member] | Innervision Colombian peso [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash
Line of credit
Accounts receivable
Accounts payable
Due to related parties
Total financial instruments
Currency risk [Member] | Tower Three Colombian peso [Member]
Disclosure of nature and extent of risks arising from financial instruments [line items]
Cash	9,864
Due to related parties	(21,151)
Total financial instruments	$ (11,758)

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INCOME TAXES (Narrative) (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Major components of tax expense (income) [abstract]
Non-capital losses carried forward	$ 7,829,000	$ 292,000

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INCOME TAXES (Schedule of reconciliation of income tax attributable to continuing operations statutory tax rate) (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Major components of tax expense (income) [abstract]
Canadian statutory income tax rate	26.00%	26.00%	25.00%
Income tax recovery at statutory rate	$ 2,458,000	$ 73,000	$ 5,000
Effect on income taxes of:
Income tax rate differences	6,000
Permanent differences	(1,457,000)
Losses not recognized	(902,000)	(73,000)	(5,000)
Income taxes recoverable	$ (105,000)

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INCOME TAXES (Schedule of deferred income tax assets and liabilities) (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred income tax assets (liabilities)
Non-capital losses carried forward	$ 2,214,000	$ 78,000
Share issuance costs	19,000
Total gross deferred income tax assets	2,233,000	78,000
Unrecognized deferred income tax assets	(2,128,000)	(78,000)
Net deferred income tax asset (liabilities)	105,000
Intangible assets	(694,000)
Net deferred income tax asset (liabilities)	$ (589,000)

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ECONOMIC DEPENDENCE (Narrative) (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Economic Dependence Narrative
Number of sales customers	3	2
Percentage of revenues from customers	100.00%	100.00%

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SUPPLEMENTAL CASH FLOW INFORMATION (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of Supplemental cash flow information [Abstract]
Cash paid for interest	$ 24,399
Cash paid for income taxes
Total supplemental cash flow information	$ 24,399

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SEGMENTED INFORMATION (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of operating segments [line items]
Revenues	$ 200,498	$ 19,403
Current assets	497,029	$ 123,896
Non-current assets	2,881,131
United States [Member]
Disclosure of operating segments [line items]
Revenues	16,737
Current assets	5,339
Non-current assets	35
Argentina [Member]
Disclosure of operating segments [line items]
Revenues	65,061
Current assets	111,773
Non-current assets	2,525,290
Colombia [Member]
Disclosure of operating segments [line items]
Revenues	118,700
Current assets	108,653
Non-current assets	$ 355,806

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SUBSEQUENT EVENTS (Details) - CAD ($)		12 Months Ended
	Feb. 02, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of non-adjusting events after reporting period [line items]
Proceeds from common stock		$ 3,367,310
Mexican-based private tower [Member]
Disclosure of non-adjusting events after reporting period [line items]
Ownership interest acquired	70.00%
Mexican-based private tower [Member] | Warrants [Member]
Disclosure of non-adjusting events after reporting period [line items]
Common shares issued	8,665,201
Proceeds from common stock	$ 2,166,300