0001085037-23-000040.txt : 20230320 0001085037-23-000040.hdr.sgml : 20230320 20230320115114 ACCESSION NUMBER: 0001085037-23-000040 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230320 DATE AS OF CHANGE: 20230320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOWER ONE WIRELESS CORP. CENTRAL INDEX KEY: 0001579026 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55103 FILM NUMBER: 23745373 BUSINESS ADDRESS: STREET 1: CALLE 84 A NO. 12 - 18 OFICINA 302 CITY: BOGOTA D.C STATE: A1 ZIP: 110221 BUSINESS PHONE: 604 559-8051 MAIL ADDRESS: STREET 1: CALLE 84 A NO. 12 - 18 OFICINA 302 CITY: BOGOTA D.C STATE: A1 ZIP: 110221 FORMER COMPANY: FORMER CONFORMED NAME: Pacific Therapeutics Ltd. DATE OF NAME CHANGE: 20130611 6-K 1 form6k.htm FORM 6K FOR FEBRUARY 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number 000-55103
Tower One Wireless Corp.
(Translation of registrant’s name into English)
Calle 84 A No.12 – 18 Oficina 302, Bogotá DC, Colombia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.     Form 20-F  [X]  Form 40-F  [  ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]
Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.



SUBMITTED HEREWITH


99.3

99.4

99.5

99.6

99.7

99.8





2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TOWER ONE WIRELESS CORP.

/s/ Alejandro Ochoa
 
Alejandro Ochoa, President and Chief Executive Officer
Date:  March 20, 2023



3
 EX-1.1 2 nr_feb3.htm NEWS RELEASE DATED FEBRUARY 3

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
FOR DISSEMINATION IN THE UNITED STATES
TOWER ONE ANNOUNCES CLOSING OF DEBT SETTLEMENTS
February 3, 2023 - VANCOUVER, BC, CANADA – TOWER ONE WIRELESS CORP. (CSE: TO) (OTCQB: TOWTF) (Frankfurt: 1P3N) (“Tower One” or the “Company”) announces that it has settled certain debts (the “Debt Settlement”) in the aggregate amount of $4,328,626.45 owed by the Company to certain creditors, in connection with the provision of certain past services and/or loans to the Company, by the issuance of 86,572,529 common shares (each, a “Share”) of the Company at a deemed price of $0.05 per Share.
The Shares issued in the Debt Settlement are subject to a statutory hold period expiring four months and one day after the date of issuance.
None of the securities issued or to be issued in connection with the Debt Settlement will be or have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.
The Debt Settlements with three of the creditors, including Alejandro Ochoa, Luis Parra and Juan Pablo Laspeñas (together, the “Officer Settlements”), were “related party transactions” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Officer Settlements were exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Officer Settlements did not exceed 25% of the Company’s market capitalization. As the material change report disclosing the Officer Settlements is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company it was necessary to immediately close the Officer Settlements and therefore, such shorter period was reasonable and necessary in the circumstances to improve the Company’s financial position.
The Debt Settlement with one of the creditors, Hugo Ochoa (the “New Control Block Holder”), a former director of the Company, resulted in the creation of a new “control block holder”, as defined under the policies of the Canadian Securities Exchange, following the issuance to the New Control Block Holder of 59,755,189 common shares at a price of $0.05 per share in exchange for the settlement of a debt in the amount of $2,987,759.44. The Debt Settlement resulted in an increase in holdings of the New Control Block Holder from 8,118,055 common shares, which represented 6.81% of the issued and outstanding common shares of the Company, to 67,873,244 common shares, representing 32.97% of the issued and outstanding common shares of the Company following completion of the Debt Settlement. In addition, as part of the Debt Settlement, the Company transferred to the New Control Block Holder a 20% ownership interest in the Company’s Ecuadorian subsidiary, Tower Three Wireless del Ecuador S.A. and a 50% ownership interest in the Company’s Colombia subsidiary, Innervision S.A.S.


ON BEHALF OF THE BOARD OF DIRECTORS
TOWER ONE WIRELESS INC.
“Alejandro Ochoa”
Alejandro Ochoa, CEO, Interim CFO and Director
Tel: 1-786-280-2160

Additional Contact Information:
Corporate Communications
Tel: +1 917 546 3016
E-mail:  info@toweronewireless.com
Website:  www.toweronewireless.com
About Tower One
Tower One’s principal business is to build, own and operate multi-tenant wireless telecommunications infrastructure (“towers”) in Latin America. Tower One leases space on its towers to mobile network operators. The Company is focused on the build to suit tower industry whereby a long-term lease is secured with a tenant prior to building a tower. The Company operates in the three largest Spanish speaking countries in Latin America (Colombia, Mexico and Argentina) with a combined population of approximately 220 million people.



2
 EX-1.2 3 nr_feb7.htm EARLY WARNING NEWS RELEASE DATED FEBRUARY 7
HUGO OCHOA
INCREASE POSITION IN
TOWER ONE WIRELESS CORP.
PRESS RELEASE
FOR IMMEDIATE RELEASE
February 7, 2023 – Hugo Ochoa (“Ochoa”) issues this press release pursuant to Part 3.1 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues with respect to Tower One Wireless Corp. (the “Company”).
On February 2, 2023, Ochoa acquired (the “Transaction”) an aggregate of 59,755,189 common shares of the Company (each, a “Share”) pursuant to a debt settlement of an aggregate of $2,987,759.45 owed to Ochoa.
Prior to the Transaction, Ochoa owned and controlled 8,118,055 Shares, representing 6.81% (based on 119,258,849 Shares issued and outstanding).
Following the Transaction, Ochoa owned and controlled the following securities of the Company:
•
67,873,244 Shares.
Following the Transaction, Ochoa directly owns and controls 67,873,244 Shares, representing 32.97% of the issued and outstanding Shares as at February 2, 2023 (based on 205,831,378 Shares issued and outstanding as of such date).
Ochoa holds securities of the Company for investment purposes. Depending on economic or market conditions or matters relating to the Company, Ochoa may choose to either acquire additional securities or dispose of securities of the Company.
For further information or to obtain a copy of the report, please contact:


“Hugo Ochoa”
___________________________
HUGO OCHOA
hugo.ochoa@sapcorp.net

 EX-99.3 4 ewr.htm EARLY WARNING REPORT
NATIONAL INSTRUMENT 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS
1.
Security and Reporting Issuer
1.1
State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
This report relates to common shares (each, a “Share”) of Tower One Wireless Corp. (the “Company”) of Suite 600 – 535 Howe Street, Vancouver, British Columbia  V6C 2Z4.
1.2
State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
Not applicable.
2.
Identity of the Acquiror
2.1
State the name and address of the Acquiror
Hugo Ochoa (the “Acquiror”)
11818 SW 97 Street
Miami, FL, 33186 USA
2.2
State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
On February 2, 2023, the Acquiror acquired (the “Transaction”) 59,755,189 Shares (the “Acquired Shares”), pursuant to a debt settlement of an aggregate of $2,987,759.44 owed to the Acquiror.
2.3
State the name of any joint actors
Not applicable.
3.
Interest in Securities of the Reporting Issuer
3.1
State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the Acquiror’s securityholding percentage in the class of securities.
The Acquiror acquired an aggregate of 59,755,189 Shares. See Item 3.4 for the change in the Acquiror’s securityholding percentage.
3.2
State whether the acquirer acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.
The Acquiror acquired ownership of the Acquired Shares.
3.3
If the transaction involved a securities lending arrangement, state that fact.
Not applicable.
3.4
State the designation and number or principal amount of securities and the Acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

Immediately prior to the Transaction, the Acquiror directly owned and controlled 8,118,055 Shares, representing 6.81% (based on 119,258,849 Shares issued and outstanding).

Following the Transaction, the Acquiror owned and controlled an aggregate of:
•
67,873,244 Shares.
Following the Transaction, the Acquiror owned and controlled 67,873,244 Shares, representing 32.97% of the issued and outstanding Shares as of February 2, 2023, (based on the 205,831,378 Shares issued and outstanding as of such date).
3.5
State the designation and number or principal amount of securities and the Acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which
(a)
the Acquiror, either alone or together with any joint actors, has ownership and control,
See Item 3.4 above.
(b)
the Acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the Acquiror or any joint actor, and
Not applicable.
(c)
the Acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
Not applicable.
3.6
If the Acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the Acquiror’s securityholdings.
Not applicable.
3.7
If the Acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
3.8
If the Acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the Acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.
Not applicable.
2
4.
Consideration Paid
4.1
State the value, in Canadian dollars, of any consideration paid or received per security and in total.
See Item 2.2 above.
4.2
In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the Acquiror.
See Item 2.2 above.
5.
Purpose of the Transaction
State the purpose or purposes of the Acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the Acquiror and any joint actors may have which relate to or would result in any of the following:
(a)
the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
The Acquiror holds securities of the Company and undertook the Transactions for investment purposes. The Acquiror intends to monitor the business and affairs of the Company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the Company may be acquired as is considered or deemed appropriate.  Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.
(b)
a corporate transaction, such as a merger, reorganization or liquidiation, involving the reporting issuer or any of its subsidiaries;
Not applicable
(c)
a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
Not applicable.
3
(d)
a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
Not applicable.
(e)
a material change in the reporting issuer’s business or corporate structure;
Not applicable.
(f)
a material change in the reporting issuer’s business or corporate structure;
Not applicable.
(g)
a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
Not applicable.
(h)
a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
Not applicable.
(i)
the issuer ceasing to be a reporting issuer in any jurisdiction in Canada;
Not applicable.
(j)
a solicitation of proxies from securityholders;
Not applicable.
(k)
An action similar to any of those enumerated above;
Not applicable.
4
6.
Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the Acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
See Item 2.2 above.
7.
Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the Acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not applicable.
8.
Exemption
If the Acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for this transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
9.
Certification
I, as the Acquiror, certify, or I, as the agent filing the report on behalf of an Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
DATED this 7th day of February, 2023.
  "Hugho Ochoa"
Hugo Ochoa5
 EX-99.4 5 mcr_feb9.htm MATERIAL CHANGE REPORT DATED FEBRUARY 9
51-102F3
MATERIAL CHANGE REPORT
Item 1  Name and Address of Company
Tower One Wireless Corp. (“Tower One” or the “Company”)
Calle 84 A No. 12 – 18 Oficina 802
Bogotá DC, Colombia
Item 2  Date of Material Change
February 2, 2023.
Item 3  News Release
The news release dated February 3, 2023 was disseminated via Stockwatch and BayStreet.
Item 4  Summary of Material Change
On February 3, 2023, the Company completed a debt settlement (the “Debt Settlement”) in the aggregate amount of $4,328,626.45 owed by the Company to certain creditors, in connection with the provision of certain past services and/or loans to the Company, by the issuance of 86,572,529 common shares (each, a “Share”) of the Company at a deemed price of $0.05 per Share.
The Shares issued in the Debt Settlement are subject to a statutory hold period expiring four months and one day after the date of issuance.
None of the securities issued or to be issued in connection with the Debt Settlement will be or have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.
The Debt Settlements with three of the creditors, including Alejandro Ochoa, Luis Parra and Juan Pablo Laspeñas (together, the “Officer Settlements”), were “related party transactions” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Officer Settlements were exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Officer Settlements did not exceed 25% of the Company’s market capitalization. As the material change report disclosing the Officer Settlements is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company it was necessary to immediately close the Officer Settlements and therefore, such shorter period was reasonable and necessary in the circumstances to improve the Company’s financial position.
The Debt Settlement with one of the creditors, Hugo Ochoa (the “New Control Block Holder”), a former director of the Company, resulted in the creation of a new “control block holder”, as defined under the policies of the Canadian Securities Exchange, following the issuance to the New Control Block Holder of 59,755,189 common shares at a price of $0.05 per share in exchange for the settlement of a debt in the amount of $2,987,759.44. The Debt Settlement resulted in an increase in holdings of the New Control Block Holder from 8,118,055 common shares, which represented 6.81% of the issued and outstanding common shares of the Company, to 67,873,244 common shares, representing 32.97% of the issued and outstanding common shares of the Company following completion of the Debt Settlement. In addition, as part of the Debt Settlement, the Company transferred to the New Control Block Holder a 20% ownership interest in the Company’s Ecuadorian subsidiary, Tower Three Wireless del Ecuador S.A. and a 50% ownership interest in the Company’s Colombia subsidiary, Innervision S.A.S.
MI 61-101 Requirements
The following supplementary information is provided in accordance with Section 5.2 of MI 61‐101.
(a)
a description of the transaction and its material terms:
See Item 4 above
(b)
the purpose and business reasons for the transaction:
The purpose of the transaction is to settle debt owed to certain creditors of the Company.
(c)
the anticipated effect of the transaction on the issuer’s business and affairs:
The Company does not anticipate any material effect on the Company’s business and affairs.
(d)
a description of:
a.
the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
Juan Pablo Laspeñas, an officer of the Company, directly acquired 464,060 Shares in settlement of $28,203 in accounts payable to him, for certain services and/or advances provided by him to the Company. As such, Mr. Laspeñas participation in the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101.  Mr. Laspeñas participation in the Debt Settlement was approved by disinterested members of the board of directors of the Company.
Luis Parra, an officer of the Company, directly acquired 6,768,480 Shares in settlement of $338,424 in accounts payable to him, for certain services and/or advances provided by him to the Company. As such, Mr. Parra’s participation in the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101.  Mr. Parra’s participation in the Debt Settlement was approved by disinterested members of the board of directors of the Company.
2

Alejandro Ochoa, a director and officer of the Company, directly acquired 8,636,520 Shares in settlement of $431,826 for certain services and/or advances provided by him to the Company. As such, Mr. Ochoa’s participation in the Debt Settlement was a “related-party transaction” as such term is defined in MI 61-101.  Mr. Ochoa’s participation in the Debt Settlement was approved by disinterested members of the board of directors of the Company.
b.
the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
The following table sets out the effect of the Debt Settlement on the percentage of securities of the Company beneficially owned or controlled by Mr. Laspeñas, Mr. Parra, and Mr. Ochoa;

Name and Position
Dollar Amount of Shares Acquired
Number of Securities Acquired
No. of Shares  Held prior to Closing of the Settlement
Percentage of Issued and Outstanding Shares prior to Closing of the Settlement
No. of Shares Held After Closing of the Settlement
Percentage of Issued and Outstanding Shares After Closing of the Settlement
Juan Pablo Laspeñas
Officer
$28,203
464,060 common shares
Undiluted:
0
Diluted:
0
Undiluted:
0%
Diluted:
0%
Undiluted:
464,060 (1)
Diluted:
464,060
Undiluted:
0.39%(3)
Diluted:
0.39%
Luis Parra
Officer
$338,424
6,768,480 common shares
Undiluted:
0
Diluted:
0
Undiluted:
0%
Diluted:
0%
Undiluted:
6,768,480(1)
Diluted:
6,768,480
Undiluted:
3.29%(3)
Diluted:
3.29%
Alejandro Ochoa
Director and Officer
$431,826
8,636,520 common shares
Undiluted:
12,032,500(1)
Diluted:
12,032,500
Undiluted:
10.09%(2)
Diluted:
10.09%
Undiluted:
20,669,020(1)
Diluted:
20,669,020
Undiluted:
10.04%(3)
Diluted:
10.04%
(1)
Shares held directly.
(2)
Based on 119,258,849 Shares outstanding prior to the completion of the Debt Settlement on February 2, 2023.
(3)
Based on 205,831,378 Shares outstanding following the completion of the Debt Settlement on February 2, 2023.
(e)
unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
The Debt Settlement was approved by a disinterested member of the board of directors of the Company and Mr. Ochoa abstained on the resolution of the board of directors approving the Debt Settlement as it related to his respective interest. A special committee was not established in connection with the approval of the Debt Settlement, and no materially contrary view or abstention was expressed or made by any director.
3
(f)
a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:
Not applicable.
(g)
disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:
a.
that has been made in the 24 months before the date of the material change report:
Not applicable.
b.
the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
Not applicable.
(h)
the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
Juan Pablo Laspenas, an officer of the Company, directly acquired 464,060 Shares in settlement of $28,203 in accounts payable to him, for certain services and/or advances provided by him to the Company.
Luis Parra, an officer of the Company, directly acquired 6,768,480 Shares in settlement of $338,424 in accounts payable to him, for certain services and/or advances provided by him to the Company.
Alejandro Ochoa, a director and officer of the Company, directly acquired 8,636,520 Shares in settlement of $431,826 in accounts payable to him, for certain services and/or advances provided by him to the Company.
(i)
disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting reliance on the exemptions:
MI 61-101 requires that issuers obtain a formal valuation and minority shareholder approval of related party transactions, unless an applicable exemption is available. Each related party transaction in the Debt Settlement was exempt from the formal valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) of MI 61-101 as the Company’s Shares are not listed on a specified market.
Each related party transaction in the Debt Settlement was exempt from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration of the shares issued to each related party did not exceed 25% of the Company’s market capitalization.
4
As this material change report is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it was necessary to immediately close the Debt Settlement and therefore, such shorter period was reasonable and necessary in the circumstances to improve the Company’s financial position.
The material change is fully described in Item 4 above and in the attached news release which has been filed on SEDAR.
Item 5  Full Description of Material Change

5.1 Full Description of Material Change
The material change is fully described in Item 4 above and in the attached news release which has been filed on SEDAR.
5.2             Disclosure for Restructuring Transactions
Not Applicable.
Item 6  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7  Omitted Information
None
Item 8  Executive Officer
Alejandro Ochoa, Chief Executive Officer, President and Interim Chief Financial Officer
Telephone: +57 382 7957
Item 9  Date of Report
February 9, 2023

5
 EX-99.5 6 nr_feb9.htm NEWS RELEASE DATED FEBRUARY 9

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

TOWER ONE ANNOUNCES SIXTH CLOSING OF PRIVATE PLACEMENT
PURSUANT TO OFFERING MEMORANDUM EXEMPTION

February 9, 2023 - VANCOUVER, BC, CANADA – TOWER ONE WIRELESS CORP. (CSE: TO) (OTCQB: TOWTF) (Frankfurt: 1P3N) (“Tower One” or the “Company”) is pleased to announce that, further to its news releases of October 20, 2021, November 16, 2021, December 15, 2021, April 22, 2022, and May 13, 2022 it has completed a sixth closing (the “Sixth Closing”) of a private placement pursuant to the offering memorandum exemption (the “Offering”). The Company issued a total of 1,000 class B units (each, a “Class B Unit”) at a price of $100 per each unit (the “Units”) for aggregate cash proceeds of $100,000.  Each Class B Unit was comprised of (i) one subordinated, secured bond of the Company in the principal amount of $100 bearing simple interest at a rate of 10% per annum with a maturity date of September 30, 2023 (each, a “Class B Bond”); and (ii) 50 common shares of the Company (each, a “Share”) at a deemed price of $0.09375 per Share. The 1,000 Class B Units were comprised of an aggregate of 50,000 Shares and 1,000 Class B Bonds.

The net cash proceeds of the Sixth Closing will be used for the construction and purchase of towers and infrastructure development, including all aspects of site acquisition, permitting and payments of licenses and applicable taxes.

All securities issued in connection with the Sixth Closing are subject to a statutory hold period expiring on June 10, 2023.

The securities distributed in the Sixth Closing have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Tower One
Tower One’s principal business is to build, own and operate multi-tenant wireless telecommunications infrastructure (“towers”) in Latin America. Tower One leases space on its towers to mobile network operators. The Company is focused on the build to suit tower industry whereby a long-term lease is secured with a tenant prior to building a tower. The Company operates in the three largest Spanish speaking countries in Latin America (Colombia, Mexico and Argentina) with a combined population of approximately 220 million people.

Contact Information:
Corporate Communications
Tel: +1 917 546 3016
E-mail: info@toweronewireless.com
Website: www.toweronewireless.com

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Forward-Looking Statements
This news release contains forward‐looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward‐looking statements. Forward‐looking statements in this news release include statements regarding: the terms of the Offering pursuant to an offering memorandum, including the pricing, size, timing and use of proceeds of the Offering and the Sixth Closing. The forward‐looking statements reflect management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward‐looking statements. Although the Company believes that the assumptions inherent in the forward‐looking statements are reasonable, forward‐looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the Offering may not proceed as anticipated or at all; the Company may decide to increase or decrease the amount of Offering or otherwise change the terms of the Offering; the Company may decide to use the funds received in the Sixth Closing differently than as disclosed; the Company may not complete any additional closings of the Offering on the timing anticipated or at all; general market conditions may impact the Offering and/or the business of the Company; factors related to the ongoing COVID‐19 pandemic may impact the Offering and/or the business of the Company; and other factors beyond the control of the parties. The Company expressly disclaims any intention or obligation to update or revise any forward‐looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

2
 EX-99.6 7 mcr_feb9two.htm MATERIAL CHANGE REPORT DATED FEBRUARY 9
51-102F3
MATERIAL CHANGE REPORT
Item 1  Name and Address of Company
Tower One Wireless Corp. (“Tower One” or, the “Company”)
600 – 535 Howe Street
Vancouver, BC, V6C 2Z4
Item 2  Date of Material Change
February 9, 2023.
Item 3  News Release
The news release dated February 9, 2023 was disseminated via Stockwatch and BayStreet.
Item 4  Summary of Material Change
Tower One is pleased to announce that, further to its news releases of October 20, 2021, November 16, 2021, December 15, 2021, April 22, 2022, and May 13, 2022 it has completed a sixth closing (the “Sixth Closing”) of a private placement pursuant to the offering memorandum exemption (the “Offering”).
Item 5  Full Description of Material Change

5.1 Full Description of Material Change
Tower One is pleased to announce that, further to its news releases of October 20, 2021, November 16, 2021, December 15, 2021, April 22, 2022, and May 13, 2022 it has completed the Sixth Closing of a private placement pursuant Offering.
The Company issued a total of 1,000 class B units (each, a “Class B Unit”) at a price of $100 per each unit (the “Units”) for aggregate cash proceeds of $100,000.  Each Class B Unit was comprised of (i) one subordinated, secured bond of the Company in the principal amount of $100 bearing simple interest at a rate of 10% per annum with a maturity date of September 30, 2023 (each, a “Class B Bond”); and (ii) 50 common shares of the Company (each, a “Share”) at a deemed price of $0.09375 per Share. The 1,000 Class B Units were comprised of an aggregate of 50,000 Shares and 1,000 Class B Bonds.
The net cash proceeds of the Sixth Closing will be used for the construction and purchase of towers and infrastructure development, including all aspects of site acquisition, permitting and payments of licenses and applicable taxes.
All securities issued in connection with the Sixth Closing are subject to a statutory hold period expiring on June 10, 2023.
The securities distributed in the Sixth Closing have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
5.2           Disclosure for Restructuring Transactions
Not Applicable.
Item 6  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7  Omitted Information
None
Item 8  Executive Officer
Alejandro Ochoa, Chief Executive Officer, President and Interim Chief Financial Officer
Telephone: 1-917-546-3016
Item 9  Date of Report
February 9, 2023.


2
 EX-99.7 8 nr_feb16.htm NEWS RELEASE DATED FEBRUARY 16
TOWER ONE ANNOUNCES GRANT OF RSUs
February 16, 2023 - VANCOUVER, BC, CANADA – TOWER ONE WIRELESS CORP. (CSE: TO) (OTCQB: TOWTF) (Frankfurt: 1P3N) (“Tower One” or the “Company”) wishes to announce that it has granted 9,065,648 restricted share units (“RSUs”) of the Company to certain officers and employees pursuant to the Company’s Long Term Incentive Plan (the “LTIP”) which was approved by the shareholders on September 22, 2021.
Each RSU represents the right to receive, once vested, one common share in the capital of the Company. The RSUs vest immediately upon grant and are subject to a hold period of four months and one day from the date of grant as required by the Canadian Securities Exchange policies. A copy of the LTIP is available under the Company’s profile on SEDAR.
None of the securities acquired pursuant to this grant will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

ON BEHALF OF THE BOARD OF DIRECTORS
TOWER ONE WIRELESS INC.
“Alejandro Ochoa”
Alejandro Ochoa, CEO, Interim CFO and Director
Tel: 1-786-280-2160

Additional Contact Information:
Corporate Communications
Tel: +1 917 546 3016
E-mail:  info@toweronewireless.com
Website:  www.toweronewireless.com
About Tower One
Tower One’s principal business is to build, own and operate multi-tenant wireless telecommunications infrastructure (“towers”) in Latin America. Tower One leases space on its towers to mobile network operators. The Company is focused on the build to suit tower industry whereby a long-term lease is secured with a tenant prior to building a tower. The Company operates in the three largest Spanish speaking countries in Latin America (Colombia, Mexico and Argentina) with a combined population of approximately 220 million people.
 EX-99.8 9 mcr_feb16.htm MATERIAL CHANGE REPORT DATED FEBRUARY 16
51-102F3
MATERIAL CHANGE REPORT
Item 1  Name and Address of Company
Tower One Wireless Corp. (“Tower One” or, the “Company”)
Calle 84 A No.12 – 18 Oficina 302
Bogotá DC, Colombia
Item 2  Date of Material Change
February 15, 2023.
Item 3  News Release
The news release dated February 16, 2023 was disseminated via Stockwatch and BayStreet.
Item 4  Summary of Material Change
The Company announced that it has granted 9,065,648 restricted share units (“RSUs”) of the Company to certain officers and employees pursuant to the Company’s Long Term Incentive Plan (the “LTIP”) which was approved by the shareholders on September 22, 2021.
Each RSU represents the right to receive, once vested, one common share in the capital of the Company. The RSUs vest immediately upon grant and are subject to a hold period of four months and one day from the date of grant as required by the Canadian Securities Exchange policies. A copy of the LTIP is available under the Company’s profile on SEDAR.
None of the securities acquired pursuant to this grant will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
Item 5  Full Description of Material Change

5.1 Full Description of Material Change
The material change is fully described in Item 4 above and in the news release which has been filed on SEDAR.
5.2              Disclosure for Restructuring Transactions
Not Applicable.
Item 6  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7  Omitted Information
None
Item 8  Executive Officer
Alejandro Ochoa, Chief Executive Officer, President and Interim Chief Financial Officer
Telephone: +57 382 7957
Item 9  Date of Report
February 16, 2023.

2
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