---

Exhibit 99.2

TOWER ONE WIRELESS INC. (FORMERLY PACIFIC THERAPEUTICS LTD.) MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Year Ended December 31, 2016 Overview This Management Discussion and Analysis (“MD&A”) has been prepared as of May 1, 2017 and the following information should be read in conjunction with Tower One Wireless Inc.’s (the “Issuer”, “Company”) audited financial statements for the fiscal years ended December 31, 2016 December 31, 2015, December 31, 2014 and together with the notes thereto. The Issuer’s financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). On March 15, 2016, the Company completed a share consolidation on the basis of thirty pre-consolidation common shares for each post consolidation common share. Upon approval by the Canadian Securities Exchange the Company began trading under the existing symbol “TO” on March 15, 2016. As such, all current and comparative share amounts have been restated to account for the 30 to 1 common share consolidation. This discussion contains forward-looking statements that involve certain risks and uncertainties. Statements regarding future events, expectations and beliefs of management and other statements that do not express historical facts are forward-looking statements. In this discussion, the words “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “potential” and similar expressions, as they relate to the Issuer, its business and management, are intended to identify forward looking statements. The Issuer has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting the financial condition of the business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. 1


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Except as may be required by applicable law or stock exchange regulation, the Issuer undertakes no obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements. If the Issuer updates one or more forward-looking statements, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements. Additional information relating to the Issuer, is available by accessing the SEDAR website at www.sedar.com. Business Overview and Strategy The Issuer is a development stage specialty pharmaceutical company. The Issuer was focused on developing late stage clinical therapies and in-licensed novel compounds for Fibrosis, Erectile Dysfunction (ED) and other indications. The Issuer’s lead compound for Fibrosis, PTL-202 is a combination of already approved drugs which have well established safety profiles. PTL-202 has completed a phase 1 drug/ drug interaction clinical trial. The Issuer’s lead product for Erectile Dysfunction PTL-2015 is an oral dissolving version of a top selling therapy for ED. PTL-2015 has completed a pilot bioavailability study in humans. With the sale of its technology assets (related to fibrosis and erectile dysfunction) to Forge Therapeutics Inc., the Company’s main asset will be the 15,000,000 common shares that Forge has committed to issue to the Company. The Company will look at other opportunities for growth. As a subsequent event to the year end, it has entered into a 50-50 joint-venture to develop an early stage immune boosting herbal supplement, BP120, with Truevita Supplements on March, 2016. This herbal supplement is aimed at the treatment of immune deficiency and hypertension. The Issuer will continue to operate virtually, outsourcing all non-core activities such as pre-clinical research and clinical trials and manufacturing. The Issuer will continue to build core skills in managing clinical development of therapies, licensing and commercialization. However, lack of interest in financing an early stage junior public company, the Company may be forced into partnering to help finance the development of BP120. Overall Performance The Issuer’s plan is to continue to operate virtually, outsourcing all non-core activities such as pre-clinical research and clinical trials and manufacturing. Also given the company’s inability to secure significant financing to move forward with its product candidates the company is looking into alternative solutions to maintain shareholder value as well as move the product candidates forward. 2


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Corporate Highlights: During the twelve months of 2016 the Issuer accomplished the following: On February 1, 2016 the Company announced it appointed Robert “Nick” Horsley to the Board of Directors.On March 7, 2016 the Company announced it entered into a joint-venture to develop an early stage immune boosting herbal supplement with TrueVita Supplements.On March 15, 2016, the Company completed a share consolidation on the basis of thirty pre-consolidation common shares for each post consolidation common share. Following the Consolidation, it is anticipated that the Company will have approximately 1,379,887 common shares issued and outstanding, and continue to trade on the Canadian Securities Exchange under the existing symbol “PT”.On March 30, 2016 completed a private placement of 4,855,998 shares at $0.06 per share for gross proceeds of $291,360.On March 30, 2016, the Company appointed Robert “Nick” Horsley as the chief executive officer, replacing Derick Sinclair who will remain a director and chief financial officer.On July 26, 2016, the Company entered into a letter of intent (the “LOI”) with Tower Three Wireless SAS (“Tower Three”) to acquire all of the issued and outstanding membership interests of Tower Three (the “Transaction”). The Company will have until October 30, 2016 to conduct due diligence on Tower Three, with a view to negotiating the terms of a definitive agreement in order to complete the Transaction. Pursuant to the terms of the LOI, in consideration of the Transaction, the Company will issue 30,000,000 common shares of the Company at a deemed price of $0.10 per common share to the existing members of Tower Three on a pro-rata basis in exchange for 100% ownership of all of the issued and outstanding membership interests of Tower Three.October 14, 2016, the Company announced that the previously announced plan of arrangement (the “Arrangement”) with Cabbay Holdings Corp. has completed. The Company set the effective date for the Arrangement with Cabbay Holdings Corp. as October 3, 2016 and set the share distribution record date for the Arrangement as March 11, 2016, which is the record date for shareholders of the Company to receive shares pursuant to the Arrangement. In connection with the Arrangement, $435,359.55 of indebtedness was assigned to and assumed by Cabbay Holdings Corp.October 20, 2016, the Company announced that it has entered into a binding arm’s length share exchange agreement (the “Definitive Agreement”) with Tower Three SAS (“Tower Three”), pursuant to which PT will acquire all of the issued and outstanding securities 3


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(the “Tower Three Shares”) of Tower Three (the “Transaction). The Transaction was initially announced in a PT news release dated August 2, 2016, indicating that PT and Tower Three had entered into a letter of intent in respect of the Transaction. Selected Financial Information The financial information reported here has been prepared in accordance with IFRS. The Issuer uses the Canadian dollar (CDN) as its reporting currency. Selected audited financial data for operations of the Issuer for the year ended December 31, 2016, December 31, 2015 and December 31, 2014 is presented below: Selected Statement of Operations Data Period ended

   FYE 2016

   FYE 2015

   FYE 2014(IFRS)

   (IFRS)

   (IFRS)Total revenues

   $Nil

   $Nil

   $NilNet and Comprehensive income (loss)

   $(452,288)

   $179,673

   $(693,645)Basic and diluted loss per share

   ($0.09)

   $0.13

   $(0.56)Weighted average shares

   5,175,946

   1,351,500

   1,248,561
 The Company realized net income (loss) of (452,288) compared to $179,673 in FYE 2015 due to a one-time $535,077 forgiveness of debt, which was assigned to Forge Therapeutics Inc. and its operating losses for FYE 2015, were significantly lower from FYE 2015, primarily due to across the board reduction in operating expenses. Significant savings were realized in reduced share based payments, professional fees, wages and advertising/promotion. Selected Statement of Financial Position Data Period ended

   FYE 2016

   FYE 2015

   FYE 2014(IFRS)

   (IFRS)

   (IFRS)Cash

   $1,378,183

   Nil

   $1,513Current Assets

   $1608,280

   $14,695

   $2,825Property and equipment

   Nil

   Nil

   NilIntangible Assets

   Nil

   Nil

   $64,490Total assets

   $1,608,280

   $14,696

   $67,315
 4


---

Current liabilities

   $139,807

   $624,106

   $943,076Non-Current liabilities

   Nil

   Nil

   NilTotal liabilities

   $139,807

   $624,106

   $943,076Working Capital

   $1,468,473

   $(609,411)

   $(940,251)
 Cash increased by $1,378,183 in FYE 2016 as compared in FYE 2015. Current assets increased by $1,593,585 in FYE 2016 to $1,608,280 from $14,695 in FYE 2015 due to share subscription received but decreased by $1,513 in FYE 2015 from FYE 2014. Current liabilities decreased by $484,299 in FYE 2016 from $624,106 in FYE 2015 and increased by $318,970 in FYE 2015 from FYE 2014. The overall significant decrease in current liabilities in FYE 2016 compared to FYE 2015 contributed to reduction in accounts payable and related parties. This offset the decline in current assets. The increase in current assets, in particular a major increase in cash position in 2016, and a significant increase in current liabilities contributed to a $318,970 increase in the working capital deficit in FYE 2015 from FYE 2014. Summary of Quarterly Results December

   September

   June

   March

   December

   September

   June

   March 31,31, 2016

   31, 2016

   30, 2016

   31, 2016

   31, 2015

   31, 2015

   30, 2015

   2015$

   $

   $

   $

   $

   $

   $

   $Total Revenues

   Nil

   Nil

   Nil

   Nil

   Nil

   Nil

   Nil

   NilNet Loss

   (55,408)

   (195,248

   (179,905))

   (44,273)

   (33,656)

   427,540

   (100,306)

   (113,905)Loss per Share basic and diluted

   (0.01)

   (0.03)

   (0.03)

   (0.01)

   (0.00)

   0.01

   (0.00)

   (0.00)Cash

   1,378,183

   57,717

   9,890

   245,289

   Nil

   (120)

   631

   944Total Assets

   1,608,280

   190,085

   120,663

   259,985

   14,696

   21,292

   65,953

   65,473Non-Current Liabilities

   Nil

   Nil

   Nil

   Nil

   Nil

   Nil

   Nil

   973,141
 5


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Results of Operations 2016

   2015

   Change

   Change$

   $

   $

   %Gain on debt forgiveness

   -

   535,077

   -535,077

   -100%Wages and Benefits

   -

   106,667

   (106,667)

   -100%Professional Fees

   307,414

   85,486

   221,928

   260%Advertising and Promotion

   -

   22,386

   (22,386)

   -100%Share based Payments

   75,505

   11,998

   63,507

   529%General and Administrative

   49,493

   41,370

   8,123

   20%Insurance

   19,631

   9,707

   9,924

   102%Rent and Occupancy

   -

   3,172

   (3,172)

   -100%Bank Charges and Interest Expense

   766

   4,077

   (3,311)

   -81%Other expense

   (521)

   70,541

   (71,062)

   -101%Net and Comprehensive income (loss)

   ($452,288)

   $179,673

   $(631,961)

   -352%
  2015

   2014

   Change

   Change$

   $

   $

   %Revenue

   535,077

   NilResearch and Development

   Nil

   Nil

   Nil

   NilWages and Benefits

   106,667

   160,947

   (54,280)

   -34%Professional Fees

   85,486

   168,490

   (83,004)

   -49%Advertising and Promotion

   22,386

   67,923

   (45,537)

   -67%Investor Relations

   Nil

   25,075

   (25,075)

   -100%Share based Payments

   11,998

   152,028

   (140,030)

   -92%
 6


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General and Administrative

   41,370

   61,786

   (20,416)

   -33%Insurance

   9,707

   30,194

   (20,487)

   -68%Rent and Occupancy

   3,172

   14,543

   (11,371)

   -78%Bank Charges and Interest Expense

   4,077

   10,047

   (5,970)

   -59%Other expense

   70,541

   2,612

   67,929

   2600%Net and Comprehensive loss

   $179,673

   $(693,645)

   $(873,318)

   126%
 The Issuer’s net income (loss) for the year ended December 31, 2016, totalled $(452,288) or ($0.09) per share (FYE 2015, $179,673 or $0.13 per share; FYE 2014, ($693,645) or $(0.56) per share). The main contributor to the Net Income in FYE 2015 compared to the loss in FYE 2014 is a non-operating gain from the debt assignment of $535,077 of debt, decrease in advertising and promotion, and investor relations. The main contributor to the increased loss in 2015 compared to FYE 2014 is due to the forgiveness of $535,077 of debt. Revenues The focus of management during fiscal 2015 was on preparing for further clinical trials of PTL-202 and PTL-2015 and then on selling its technology assets to Forge Therapeutics Inc. The Issuer has no drug therapies approved or for sale and has not generated any revenue from the sale of drug therapies. The Issuer has not recognized any revenue since inception through December 31, 2016. The Issuer does not expect to receive any revenues until after the completion of the clinical trials for its herbal supplement BP120 except for an annual maintenace fee of $50,000 from Forge. Research & Development Expense Research and development expense consists primarily of salaries for management of research contracts and research contracts for pre-clinical studies, clinical studies and assay development as well as the development of clinical trial protocols and application to government agencies to conduct clinical trials, including consulting services fees related to regulatory issues and business development expenses related to the identification and evaluation of new drug candidates. Research and development costs are expensed as they are incurred. From inception through to December 31, 2016, the Issuer incurred total expenses in the development of its intellectual property of $1,924,739, which includes $554,712 of research and development expenses (research and development expenses on the financial statements have been 7


---

offset by $53,277 in IRAP funding and $193,935 in SR&ED tax credits), $161,394 of professional fees and $1,208,633 of wages and benefits. Year ended

   Year ended

   Year endedDecember 31,

   December 31,

   December 31,2016

   2015

   2014**Research and****Development Expenses**Personnel, Consulting, and Stock-based Compensation

   $Nil

   $Nil

   $NilLicense Fees and Subcontract research

   $Nil

   $Nil

   $NilFacilities and Operations

   $Nil

   $Nil

   $NilLess: Government contributions

   $Nil

   $Nil

   $NilTotal

   $Nil

   $Nil

   $Nil
 The lack of research expense in 2016, 2015 and 2014 is due to a lack of funds to conduct clinical trials on PTL-202. Additional financing will be required to undertake some initial development work as part of its joint venture with Truevita. There is no assurance that such financing will be available or that the Issuer will have the capital to complete this proposed development and commercialization. The Issuer was able to complete the formulation, drug/drug interaction study of PTL-202, analyzing the blood samples and analyzing the data from the drug/drug interaction trial in 2012 as planned. No further work on PTL-202 or its ED drugs will be undertaken, now that the asset is owned by Forge Therapeutics Inc. The Issuer’s clinical development studies on BP120 are subject to risks and uncertainties that may significantly impact its expense estimates and development schedules, including: the scope, rate of progress and cost of the development of BP120;the issuers ability to enroll subjects in clinical trials for current and future studies;the Issuer’s ability to raise additional capital; andthe expense and timing of the receipt of regulatory approvals. General and Administrative Expenses General and administrative costs consist primarily of personnel related costs, non-intellectual property related legal costs, accounting costs and other professional and administrative costs associated with general corporate activities. 8


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Now PTL-202 and PTL-2015 clinical and development costs will be managed by Forge Pharmaceuticals, general and administrative expenses will be expected decrease. Intellectual Property and Intangible Assets All license and option fees paid to licensors for intellectual property licenses are capitalized to intangible assets on the Issuer’s financial statements. In addition, any expenses for intellectual property protection including patent lawyers services fees, and any filing fees with government agencies or the WIPO are capitalized to intangible assets. Now that its technology patents have been assigned to Forge Pharmaceuticals, patent costs are expected to decrease in the next twelve months. Interest Income Interest income consists of interest earned on the Issuers cash and cash equivalents. There was interest income in 2016 of $Nil (2015 - $Nil, 2014 – $Nil). Profits At this time, the Issuer is not anticipating profit from operations. Until such time as the Issuer is able to realize profits from the out licensing of products under development, the Issuer will report an annual deficit and will rely on its ability to obtain equity/or debt financing to fund on-going operations. For information concerning the business of the Issuer, please see “Business Overview and Strategy”. Liquidity and Capital Resources and Outlook The Issuer is a development stage company and therefore has no regular cash inflows. Selected financial data pertaining to liquidity and capital resources the fiscal years ended December 31, 2016 and December 31, 2015, are presented below. Period ended

   2016$

   2015$

   **$ Change between two years**

   **% Change between two years**Cash and Cash Equivalents

   1,378,183

   Nil

   1,378,183

   100%Current Assets

   1,608,280

   14,696

   1,593,584

   10844%Current Liabilities

   139,807

   624,106

   (484,299)

   -78%Working Capital

   1,468,473

   (609,410)

   2,077,883

   -341%Accumulated deficit

   3,989,527

   3,537,239

   452,288

   13%Cash used in operations

   396,259

   161,460

   234,799

   145%
 9


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Cash flows from financing Activities

   1,774,582

   165,376

   1,609,206

   973%Interest Income

   Nil

   Nil

   Nil

   Nil
  Period ended

   2015$

   2014$

   $ Changebetween twoyears

   %Changebetween twoyearsCash and Cash Equivalents

   Nil

   1,513

   (1,513)

   -100%Current Assets

   14,696

   2,825

   11,871

   420%Current Liabilities

   624,106

   943,076

   (318,970)

   -34%Working Capital

   (609,410)

   (940,251)

   330,841

   35%Accumulated deficit

   3,537,239

   3,955,537

   (418,298)

   -11%Cash used in operations

   161,460

   366,769

   (205,309)

   -56%Cash flows from financing

   165,376

   197,785

   (32,409)

   -16%ActivitiesInterest Income

   Nil

   Nil

   Nil

   Nil
 At December 31, 2016, the Issuer had cash and cash equivalents of $1,378,183 (FYE 2015 - $Nil) and working capital (deficiency) of $1,468,473 (FYE 2015 – $(609,411)). Working capital is calculated as current assets less current liabilities. Cash and cash equivalents increased by $1,378,183 between FYE 2016 and FYE 2015 due to an increase in financing and share subscription during the year and the Company incurring operating expenses. Working Capital increased by $1,513 from FYE 2014 to FYE 2015 due to a decrease in financing during the year. Total liabilities decreased by $484,299 for the FYE December 31, 2016 when compared to the total liabilities at FYE 2015. The Issuer’s cash inflows from financing activities comprised proceeds from common share issuances, cash share subscriptions received, the repayment of a convertible note, a new convertible note and amounts loaned to the Company from shareholders. 10


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Cash utilized in operating activities during FYE 2016 was $396,259 (FYE 2015 - $161,460 FYE 2014 - $366,769 ). The increase in cash utilized in operations during 2016 as compared to 2015 was due to increase in professional fees and other expenses. The decrease in cash utilized in operations during 2015 as compared to 2014 was due to a gain resulting on forgiveness of debt, decrease in advertising and promotion, investor relations and professional fees. This decrease was offset by an increase in expenses for insurance, convertible note accretion and interest and transfer agent fees. At December 31, 2016, share capital was $3,292,175 comprising 6,735,885 issued and outstanding common shares and Nil issued and outstanding preferred shares (FYE 2015 - $2,800,010 comprising 1,365,887 issued and outstanding common shares and Nil issued and outstanding preferred shares). The Issuer intends to issue additional shares increasing its share capital to fund future research and development and operations. Contributed surplus, which arises from the recognition of the estimated fair value of stock options and warrants, was for $563,568 for FYE 2016 (FYE 2015 -$121,939). As a result of the Net Income (loss) for FYE 2016 of $452,288 (FYE 2015 of $179,673), FYE 2014 of $(693,645), the deficit at December 31, 2016 increased to $3,989,527 from $3,537,239 at December 31, 2015. During the FYE 2016, the Issuer’s net cash provided by financing activities increased to $1,774,582 (FYE 2015 - $165,376, FYE 2014 - $197,785). At present, the Issuer’s operations do not generate cash inflows and its financial success after 2014 is dependent on management’s ability to continue to obtain sufficient funding to sustain operations through the development stage and successfully bring the Issuer’s technologies to the point that they may be out licensed so that the Issuer achieves profitable operations. The research and development process can take many years and is subject to factors that are beyond the Issuer’s control. In order to finance the Issuer’s future research and development and to cover administrative and overhead expenses in the coming years the Issuer may raise money through equity sales. Many factors influence the Issuer’s ability to raise funds, including the Issuer’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, including the progress of research activities. 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. Off Balance Sheet Arrangements The Issuer 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 Issuer’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources. 11


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Transactions with Related Parties Transactions with related parties are in the normal course of operations and are measured at the exchange amount, which is the consideration agreed to by the parties. During the years ended December 31, 2016, the Issuer entered into the following transactions with related parties: During the year ended December 31, 2016, the Company entered into debt assignment agreements with Cabbay Holdings Corp. through which $435,360 in due to related parties and accounts payable was assigned to Cabbay Holdings Corp. There are no amounts due to the Issuer from companies that have directors in common with the Issuer or have a partner who is a director of the Issuer. There were no amounts due to the Issuer from shareholders in either fiscal year. Fourth Quarter The table below sets out the unaudited quarterly results for the fourth quarter ending December 31, 2016, December 31, 2015 and December 31, 2014 (unaudited)

   2016 Q4

   2015 Q4

   2014 Q4Total Expenses

   $50,216

   $43,992

   $231,446Research and Development

   $Nil

   $Nil

   $NilNet Loss

   $(55,408)

   $(33,656)

   $(234,284)Loss per share

   $(0.00)

   $(0.00)

   $(0.01)
 The Issuer does not anticipate earning any revenue in the foreseeable future. Net loss, quarter over quarter is influenced by a number of factors including the scope and stage of clinical development and research. Consequently, expenses may vary from quarter to quarter. General and administrative expenses are dependent on the infrastructure required to support the clinical and business development activities of the Issuer. A material increase in research and development as well as general and administrative costs is anticipated over the short term, as the Issuers research and development and regulatory activities increase Proposed Transactions As at the date of this MD&A, there are no business or asset acquisitions or dispositions proposed other than those in the ordinary course of business before the Board for consideration. Critical Accounting Estimates The Issuer’s accounting policies are presented in Note 3 of the December 31, 2015 audited financial statements. The preparation of financial statements in accordance with IFRS requires 12


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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 determinations of the timing of future income tax eventsthe carrying values of intangible assets, technology license and patents, and other long lived assetsthe valuation of stock-based compensation expensethe carrying value of a derivative liability Financial Instruments The Issuer’s financial instruments consist of cash and cash equivalents, trades payable and accrued liabilities, , balances due to related parties , the liability portion of the convertible note, and the derivative component of the convertible note. Unless otherwise noted, it is management’s opinion that the Issuer is not exposed to significant interest, currency or credit risks arising from these financial instruments. Cash and cash equivalents amounts are classified as fair value through profit or loss and due to related parties and the liability portion of the convertible note are classified as financial liabilities and are carried at amortized cost. The derivative liability is carried at fair value with re-measurement to fair value at the end of each reporting period. The fair value of cash and cash equivalents, and accounts payable and accrued liabilities approximates their carrying values due to their short-term maturity or capacity for prompt liquidation. Foreign exchange risk is the risk arising from changes in foreign currency fluctuations. The Issuer does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency rates. It is the opinion of management that the foreign exchange risk to which the Issuer is exposed is minimal. Limitations of Controls and Procedures The Issuer’s management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Issuer have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. 13


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Other MD&A Requirements Additional Information in Relation to the Issuer Additional information relating to the Issuer may be found in the Issuer’s audited financial statements for the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014. Additional Disclosure for Venture Issuers The following table sets forth certain financial information for the Issuer, which has been derived from the Issuer’s financial statements for the years ended December 31, 2016, December 31, 2015, and December 31, 2014. This summary should be read in conjunction with the Issuer’s financial statements, including the notes thereto. The following table details the Issuer’s expenditures for the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014: Year ended

   

   

   Year ended

   

   Year endedDecember 31,

   

   

   December 31,

   

   December 31,Expenditures

   

   2016

   

   

   2015

   

   2014Net research costs expensed

   

   $Nil

   

   

   $Nil

   

   $NilProfessional Fees

   

   307,414

   

   

   85,486

   

   168,490Advertising and promotion

   

   Nil

   

   

   22,386

   

   67,923Investor Relations

   

   Nil

   

   

   Nil

   

   25,075Wages and benefits

   

   Nil

   

   

   106,667

   

   160,947Corporate costs

   

   69,124

   

   

   47,854

   

   72,740Depreciation and amortization

   

   Nil

   

   

   2,993

   

   6,834Interest expense (income)

   

   5,956

   

   

   10,472

   

   11,872Share based compensation

   

   75,505

   

   

   11,998

   

   152,028Loss on derivative liability

   

   Nil

   

   

   Nil

   

   NilWrite –off of license

   

   Nil

   

   

   Nil

   

   NilRecovery of future income taxes

   

   Nil

   

   

   Nil

   

   Nil**Net and Comprehensive****Income/ (Loss)**

   $

   (452,288

   )

   $

   179,673

   $

   (693,645

   )
 14


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Additional Disclosure for Venture Issuers Without Significant Revenue Expensed Research and Development Costs Year ended

   Year ended

   Year endedDecember 31,

   December 31,

   December 31,2016

   2015

   2014**Research and****Development Expenses**Personnel, Consulting, and Stock-based Compensation

   $Nil

   $Nil

   $NilLicense Fees and Subcontract research

   $Nil

   $Nil

   $NilFacilities and Operations

   $Nil

   $Nil

   $NilLess: Government contributions

   $Nil

   $Nil

   $NilTotal

   $Nil

   $Nil

   $Nil
 Subsequent Events a)

   On January 25, 2017, the Company acquired 100% of Tower Three SAS (“Tower Three”) by issuing 30,000,000 common shares of the Company to the Tower Three shareholders. The common shares will be subject to an escrow agreement and released from escrow based on certain performance conditions. Tower Three is a privately held limited liability company formed under the laws of Colombia. Tower Three focuses primarily on building towers in municipalities where there is limited or no cellular coverage in Latin and South American markets. The transaction will result in a reverse take-over for accounting purposes and Tower Three will be the continuing entity. Concurrent with this transaction, the Company changed its name from Pacific Therapeutics Ltd. to Tower One Wireless Corp., and effected a change in directors, management and business. On January 26, 2017, its common shares resumed trading in Canadian Securities Exchange under the symbol “TO”.(b)

   On January 9, 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. As at December 31, 2016, the Company received shares subscriptions in the amount of $1,602,257 for this private placement. 15


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(c)

   In February, 2017, the Company incorporated a 100% owned subsidiary in Argentina. In addition, the Company entered into an agreement with Rojo Resources Ltd. (RJ: TSXV) to purchase all of its Argentine wireless telecommunications infrastructure business in exchange for 500,000 common shares of the Company.(d)

   On March 15, 2017, the Company incorporated a subsidiary in Columbia called Tower Two SAS, which will purchase and own the real estate on which its cellular towers will be built.(e)

   On March 21, 2017, the Company secured a USD$5,000,000 rolling line of credit from Executive Investment Partners LLC with 10% annual interest rate and will be used for the purchase and construction of telecommunication towers.(f)

   On April 4, 2017, Tower One acquired a 90% interest in a private telecom services and site acquisition company in Columbia. This Columbia company was established in 2005 and completed the lease/purchase of over 300 cellular sites. 16


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