May 31, 2017 Ottawa, Ontario – Edgewater Wireless Systems Inc. (TSX-V: YFI) (the “Company”) is pleased to announce that it has appointed a syndicate led by Canaccord Genuity Corp. (the “Agent”) to sell by way of private placement up to 12,000,000 units of the Company (each a “Unit”) at a price of $0.25 per Unit for gross proceeds of up to $3,000,000 (the “Offering”).
Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.375 per share for a period of 2 years following the closing date of the Offering. The Offering is not subject to any minimum aggregate subscription.
“The era of High Density WiFi has arrived! The previous 12-months have been an exciting time and the interest in Edgewater Wireless’ and our WiFi3 technology has is building steadily as high density WiFi issues dominate Quality of Experience for wireless users.” said Andrew Skafel, President and CEO of Edgewater Wireless “This is a momentous time for the company as interest in WiFi3™ and the demand for better WiFi – reduced interference and increased capacity continues to evolve. We are growing and we are entering new phases of development and production with our customers. These funds will provide Edgewater Wireless additional capital to build our sales and marketing channels as well as allow us to ramp production in support of our existing customers and sales.”
The Company will make the Offering available to subscribers in all provinces of Canada and in the United States by way of private placement to selected accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis.
The Closing of the Offering is scheduled to occur on or about the week of June 15, 2017, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange, and the satisfaction of other customary closing conditions. All securities issuable in connection with the Offering are subject to a four-month hold period from the date of issuance, in accordance with applicable securities laws.
The Offering will be available to existing shareholders of the Company, who, as of the close of business on May 30, 2017, 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 to Existing Security Holders and in similar instruments in other jurisdictions in Canada (the “Existing Shareholder Exemption”). The Existing Shareholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the 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.
In connection with the Offering, the Agent will receive on closing of the Offering: (i) a cash commission equal to 7% of the gross proceeds raised, other than in respect of orders received from an agreed upon President’s List on which a cash commission of 3.5% of the gross proceeds will be paid; and (ii) broker warrants in a quantity equal to 7% of the aggregate number of Units sold to non-president’s list subscribers and 3.5% of the Units sold to president’s list subscribers. Each broker warrant will entitle the holder to purchase one Unit of the Company at a price of $0.25 per Unit, at any time during the 2 year period following the closing of the Offering.
It is intended that the proceeds from the Offering will be used for Sales and Marketing Expenses (40%) Engineering and Product Development (30%), Working Capital (20%) and Operating Expenses (10%). The Company may reallocate the proceeds from the Offering as may be required depending upon the development of the Company’s business.
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For additional information, please contact:
Andrew Skafel, President
Edgewater Wireless Systems Inc.
Tel: (613) 271-3710
Edgewater Wireless Contact:
Matt Massey
VP, Marketing
T: +1 613-797-9628
E: mattm@edgewaterwireless.com
W: www.edgewaterwireless.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been and will not 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 applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of the word “will”, “intended” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. This document contains forward-looking statements and assumptions pertaining to the following: the Offering; the completion of the Offering; and the use of proceeds from the Offering. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct.