Not for distribution in the United States or to U.S. newswire services
OTTAWA, Ontario, Canada – January 10, 2024 – Edgewater Wireless Systems Inc. (TSX-V: YFI) (the “Company” or “Edgewater Wireless”) announces that the Company is continuing with its non-brokered private placement of up to 10,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of up to $500,000 (the “Offering”) (see new releases dated November 15, 2023, November 17, 2023 and December 20, 2023). The Company has closed $391,500 of the Offering to date.
Each Unit will consist of one common share and one common share purchase warrant, each warrant entitling the holder to purchase one additional common share of the Company at an exercise price of $0.10 per share for a period of 24 months from the closing date.
The Company may pay finder’s fees of up to 7% of the gross proceeds of the Offering, payable in cash. In addition, finders may receive share purchase warrants entitling them to purchase such number of common shares of the Company, which is equal to 7% of the total number of Units purchased by subscribers introduced to the Company by such finders, exercisable for a period of 24 months from the closing date of the Offering at a price of $0.10 per share, all in accordance with the policies of the TSX Venture Exchange (“TSXV”).
The Company expects to use the net proceeds of the Offering for product commercialization and general working capital. The Company may reallocate the proceeds from the Offering as may be required depending upon the development of the Company’s business.
The securities issued pursuant to the Offering have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. Any securities issued in connection with the Offering will be subject to a four-month hold period, in accordance with securities laws and the policies of the TSXV, as applicable.
In addition to subscribers who qualify under other applicable prospectus exemptions, the Offering will be available to existing shareholders of the Company, who, as of the close of business on November 16, 2023, held securities of the Company (and who continue to hold such securities as of the closing date), pursuant to the prospectus exemption set out in Section 2.9 of OSC Rule 45-501 – Distributions of Existing Security Holders and in similar instruments in other jurisdictions in Canada (the “Existing Shareholders Exemption”). The Existing Shareholder Exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is a resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in jurisdiction. If the Company receives subscriptions from investors relying on the Existing Shareholder Exemption exceeding the maximum Offering, the Company may adjust the subscriptions received on a pro-rata basis.
About Edgewater Wireless
We make Wi-Fi. Better.
Edgewater Wireless is the industry leader in innovative Spectrum Slicing technology for residential and commercial markets. We develop advanced Wi-Fi silicon solutions, Access Points, and IP licensing designed to meet high-density and high quality-of-service needs of service providers and their customers. With 26 granted patents, Edgewater’s Spectrum Slicing technology revolutionizes Wi-Fi, delivering next-generation Wi-Fi today.
Edgewater’s physical layer Spectrum Slicing allows a frequency band to be divided, or sliced, to enable more radios to operate in a given area. Think of Spectrum Slicing like moving from a single-lane road to a multi-lane highway — regardless of Wi-Fi technology. The recently completed Proof of Concept (PoC) with a major Tier 1 Service Provider showed 7 to 18 times performance gains in 75% of homes surveyed. Interestingly, homes with the most devices saw the most significant improvements.
For more information, visit www.edgewaterwireless.com.
Edgewater Wireless Contacts:
Andrew Skafel, President and CEO
Bill Mitoulas, Investor Relations
T: +1.416.479.9547
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company’s actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to completion of the Offering, access to capital markets, market forces, competition from new and existing companies and regulatory conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.