6-K

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 January 2022

Commission File Number 000-55103

Tower One Wireless Corp.

(Translation of registrant’s name into English)

Suite 600 – 535 Howe Street, Vancouver, BC  V6C 2Z4

(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

99.1News Release dated January 18, 2022.

99.2Material Change Report dated January 18, 2022.

99.3News Release dated January 31, 2022.

99.4 EarliEarly Warning Report dated January 31, 2022.

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:  February 22, 2022

3

EX-99.1

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

TOWER ONE ANNOUNCES CLOSING OF DEBT SETTLEMENT

January 18, 2022 - VANCOUVER, BC, CANADA – TOWER ONE WIRELESS CORP. (CSE: TO) (OTCQB: TOWTF) (Frankfurt: 1P3N) (“Tower One” or the “Company”) is pleased to announce that the Company settled a debt (the “Debt Settlement”) in the amount of $1,039,751 owed by the Company to a certain creditor of the Company (the “Creditor”) in exchange for 16,273,267 common shares (each, a “Debt Settlement Share”) at a deemed price of $0.064 per Debt Settlement Share.

All Debt Settlement Shares issued in connection with the Debt Settlement are subject to a statutory hold period expiring on May 14, 2022.

None of the Debt Settlement Shares issued upon closing of the Debt Settlement 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.

The Company also announces that further to its news release dated October 20, 2021, it wishes to clarify the number of agent compensation warrants (the “Agent’s Warrants”) that were issued was 4,267. The terms of the Agent’s Warrants remain the same.

The Company also announces that further to its news release dated December 15, 2021, it wishes to clarify the number of Agent’s Warrants that were issued was 80,253. The terms of the Agent’s Warrants remain the same.

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.

EX-99.2

51-102F3
MATERIAL CHANGE REPORT

Item 1  Name and Address of Company

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

Item 2  Date of Material Change

January 13, 2022.

Item 3  News Release

The news release dated January 18, 2022 was disseminated via Stockwatch and BayStreet.

Item 4  Summary of Material Change

The Company announced that, it has settled debt (the “Debt Settlement”) in the amount of $1,039,751 owed by the Company to a certain creditor of the Company (the “Creditor”) in exchange for 16,273,267 common shares (each, a “Debt Settlement Share”) at a deemed price of $0.064 per Debt Settlement Share.

Item 5  Full Description of Material Change

5.1Full Description of Material Change

The Company announced a Debt Settlement in the amount of $1,039,751 owed by the Company to a Creditor in exchange for 16,273,267 Debt Settlement Shares at a deemed price of $0.064 per Debt Settlement Share.

All Debt Settlement Shares issued in connection with the Debt Settlement are subject to a statutory hold period expiring on May 14, 2022.

None of the Debt Settlement Shares issued upon closing of the Debt Settlement 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.

The Company also announces that further to its news release dated October 20, 2021, it wishes to clarify the number of agent compensation warrants (the “Agent’s Warrants”) that were issued was 4,267. The terms of the Agent’s Warrants remain the same.

The Company also announces that further to its news release dated December 15, 2021, it wishes to clarify the number of Agent’s Warrants that were issued was 80,253. The terms of the Agent’s Warrants remain the same.

5.2Disclosure 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

January 18, 2022.

2

EX-99.3

GLOBO INMOBILIARIO
INCREASE POSITION IN
TOWER ONE WIRELESS CORP.

PRESS RELEASE
FOR IMMEDIATE RELEASE

January 31, 2022 – Globo Inmobiliario (“Globo”) 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 January 13, 2022, Globo acquired (the “Transaction”) an aggregate of 16,273,267 common shares of the Company (each, a “Share”) pursuant to a debt settlement of an aggregate of $1,039,751 owed to Globo.

Prior to the Transaction, Globo owned and controlled nil securities of the Company.

Following the Transactions, Globo owned and controlled the following securities of the Company:

• 16,273,267 Shares.

Following the Transaction, Globo directly owns and controls 16,273,267 Shares, representing 13.70% of the issued and outstanding Shares as at January 13, 2022 (based on 118,746,849 Shares issued and outstanding as of such date).

Globo holds securities of the Company for investment purposes. Depending on economic or market conditions or matters relating to the Company, Globo 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:

Globo Inmobiliario

Per: “Juan Miguel Montoya Restrepo”

_________________________________
Juan Miguel Montoya Restrepo, Authorized Signatory

EX-99.1

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

Globo Inmobiliario (the “Globo”)
Cra 65 # 8B-91 Oficina 359
Medellin, Antioquia 050024

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 January 13, 2022, Globo acquired (the “Transaction”) 16,273,267 Shares (the “Acquired Shares”), pursuant to a debt settlement of an aggregate of $1,039,751 owed to Globo.

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.

Globo acquired an aggregate of 16,273,267 Shares. See Item 3.4 for the change in Globo’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.

Globo 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, Globodirectly owned and controlled nil securities.

Following the Transaction, Globo owned and controlled an aggregate of:

• 16,273,267 Shares.

Following the Transaction, Globo owned and controlled 16,273,267 Shares, representing 13.70% of the issued and outstanding Shares as of January 13, 2022, (based on the 118,746,849 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.

2

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.

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;

Globo holds securities of the Company and undertook the Transactions for investment purposes. Globo 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

3

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

Not applicable.

(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 31st day of January, 2022.

GLOBO INMBOILIARIO

  “Juan Miguel Montoya Restrepo”

Authorized Signatory

5