RIWI Announces Closing of First Tranche of Oversubscribed Non-⁠Brokered Private Placement and Increases Offering to $2.5 Million

Toronto, ON – RIWI Corp. (TSXV: RIWI) (the “Company” or “RIWI”), a market research platform, global trend-tracking and prediction technology firm, announces that it has closed the first tranche of a non-brokered private placement consisting of 3,791,320 Units of the Company (the “Units”) at a price of $0.30 per Unit for aggregate gross proceeds of $1,137,396 (the “Offering”). Due to strong investor demand and insider participation, the Company has increased the size of its previously announced $1,500,000 non-brokered private placement Offering, and will now offer up to 8,333,333 Units of the Company, at a price of $0.30 per Unit, for aggregate gross proceeds of up to $2,500,000 (the “Upsized Offering”).

Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share of the Company at price of $0.50 per Share for a period of two (2) years from the date of closing. The Warrants are subject to an acceleration clause whereby, if at any time prior to the expiry of the Warrants, the closing price of the Shares on the TSX Venture Exchange equals or exceeds $0.75 for any 10 consecutive trading days, the Company may, at its option, accelerate the expiry date of the Warrants to the date that is 30 days after the Company provides notice of or issues a press release announcing such acceleration. Any Warrants remaining unexercised after the accelerated expiry date will automatically expire, and all rights of the holders of such Warrants will terminate without compensation.

The Company intends to close a second and final tranche of the Offering on or before March 6, 2026, and is subject to the acceptance of the TSX Venture Exchange and other customary closing conditions. The Units, and all securities underlying the Units, will be subject to a statutory hold period of four months and one day from their date of issue in accordance with applicable securities laws.

The Company intends to use the proceeds from the Offering, for general working capital and corporate purposes, including continued product development and commercialization activities.

Directors, officers and employees of the Company collectively subscribed for an aggregate of 618,920 Units under the First Tranche, with a further 109,400 Units expected to be subscribed for under the Second Tranche, demonstrating strong internal alignment with shareholders. Of this amount in the First Tranche, insiders of the Company subscribed for 505,000 Units. Participation by insiders constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements set out in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the insider participation does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered 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 absent registration or an applicable exemption from registration requirements.