X0202 3 2005-03-04 0 0001130131 WIRELESS AGE COMMUNICATIONS INC WLSA 0001319787 Poulos Glenn 2386 VALLEY HEIGHTS CR. OAKVILLE A6 L6H 6X1 ONTARIO, CANADA 0 0 0 1 Officer of Issuer Subsidiary Common Stock, par value $.001 per share 270000 I Escrowed Shares Common Stock, par value $.001 per share 1080000 I Escrowed Shares On March 4, 2005, the Issuer executed a Share Exchange Agreement with the shareholders (collectively, the \"Vendors\") of mmwave Technologies Inc., a Canadian corporation (\"mmwave\"). In connection with the mmwave acquisition by the Issuer and pursuant to the terms of a Support Agreement executed March 4, 2005 among the Vendors, the Issuer and 1588102 Ontario Inc., an Ontario corporation (\"Exchangeco\"), a special purpose subsidiary of the Issuer, the Vendors were issued 4,500,000 Class B Non Voting Exchangeable Shares (the \"Exchangeable Shares\") of Exchangeco. The Exchangeable Shares are also subject to the terms and conditions of a Voting and Exchange Agency Agreement (the \"Agency Agreement\") executed on March 4, 2005 among the Issuer, Exchangeco and SEGAL - TALARICO - HABIB - MOLOT LLP, a limited liability partnership formed under the laws of the Province of Ontario (the \"Agent\") as escrow and voting agent for the holders of the Exchangeable Shares. Pursuant to the terms of the Support Agreement and the Agency Agreement, the Agent was issued 4,500,000 shares of Wireless Age Communications, Inc. Common Stock, par value $.001 per share (the \"Escrow Shares\"), to hold in escrow as agent pending the exercise of exchange rights of the Exchangeable Shares or other disposition of the Exchangeable Shares. Registrant is one of the Vendors and is the owner of 270,000 Exchangeable Shares and correspondingly is the indirect beneficial owner of 270,000 Escrow Shares held by the Agent for the benefit of Mr. Poulos. Registrant is also the beneficial owner of Glenn Poulos Holdings Inc. (\"Holdings\") which owns 1,080,000 Exchangeable Shares and correspondingly is the indirect beneficial owner of 1,080,000 Escrow Shares held by the Agent for the benefit of Holdings, as to which Registrant could be deemed to have beneficial ownership of such Escrow Shares indirectly owned by Holdings. Glenn Poulos 2005-03-08