Not for distribution in the United States or to U.S. newswire services
OTTAWA, Ontario, Canada – December 20, 2023 – Edgewater Wireless Systems Inc. (TSX-V: YFI) (the “Company” or “Edgewater Wireless”) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (the “Offering”) (see news releases dated November 15, 2023 and November 17, 2023). Pursuant to the first tranche closing of the Offering, the Company issued 7,830,000 units (the “Units”) at a price of $0.05 per Unit for gross proceeds of $391,500. Each Unit is comprised of one common share (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Share at an exercise price of $0.10 per Share for a period of 24 months from the closing date of the Offering.
In connection with the Offering, the Company paid aggregate cash finders’ fees of $2,275.00 and issued an aggregate of 45,500 finders’ warrants. Each finders’ warrant entitles the holder to acquire one additional Share of the Company at an exercise price of $0.10 per Share for a period of 24 months from the closing date of the Offering. The securities issued in connection with the first tranche closing of the Offering are subject to a four-month hold period expiring on April 21, 2024. The Offering is subject to final acceptance 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.
In connection with the Offering, the Company issued 1,000,000 Units to Andrew Skafel, the CEO and a director of the Company. As a result, the Offering constitutes a “Related Party” transaction pursuant to TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on section 5.5(a) and on section 5.7(1)(a) of MI 61-101 as the fair market value of the Related Party participation in the Offering is not more than 25% of the Company’s market capitalization.
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.
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
E: andrews@edgewaterwireless.com
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.