Tower One Wireless Corp — Regulatory Filings 2021

Jun 25, 2021

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Tower One Wireless Corp. (the “ Company ”) Suite 600 – 535 Howe Street Vancouver, BC V6C 2Z4

Item 2 Date of Material Change

June 22, 2021.

Item 3 News Release

The news release dated June 25, 2021 was disseminated via Executive Business Services.

Item 4 Summary of Material Change

On June 25, 2021, the Company announced that the Company has closed an acquisition and settlement agreement (the “ Definitive Agreement ”) for the purchase from a minority shareholder of shares of the Company’s subsidiary Evolution Technology SA (“ Evotech ”) which were not already held by the Company and for settlement of claims, previous services, and indemnities provided to the Company and/or Evotech.

In consideration for the closing of the Definitive Agreement, the Company paid US$30,000 in cash and issued an aggregate of 6,300,000 common shares of the Company at a deemed price of C$0.07875 per Share for proceeds of C$496,125.

The shares issued upon closing of the transaction are subject to a statutory hold period of four months and one day from the date of issuance.

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

• 2 -

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

June 25, 2021

Tower One Wireless Corp 600 – 535 Howe Street Vancouver, BC V6C 2Z4 Canada

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TOWER ONE ANNOUNCES CLOSING OF DEFINITIVE AGREEMENT FOR ACQUISITION OF REMAINING SHARES IN EVOTECH AND SETTLEMENT OF CLAIMS

June 25, 2021 - VANCOUVER, BC, CANADA – TOWER ONE WIRELESS CORP. (CSE: TO) (OTCQB: TOWTF) (Frankfurt: 1P3N) (“ Tower One ” or the “ Company ”) announces that the Company has closed an acquisition and settlement agreement (the “ Definitive Agreement ”) for the purchase from a minority shareholder of shares of the Company’s subsidiary Evolution Technology SA (“ Evotech ”) which were not already held by the Company and for settlement of claims, previous services, and indemnities provided to the Company and/or Evotech.

In consideration for the closing of the Definitive Agreement, the Company paid US$30,000 in cash and issued an aggregate of 6,300,000 common shares of the Company at a deemed price of C$0.07875 per Share for proceeds of C$496,125.

The shares issued upon closing of the transaction are subject to a statutory hold period of four months and one day from the date of issuance.

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.

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