August 11, 2016 – Ottawa, Ontario, Canada – Edgewater Wireless Systems Inc. (YFI; TSX-V) (the “Company”) announces an offering on a non-brokered private placement basis up to 4,444,444 units of the Company (each a “Unit”) at a price of $0.45 per Unit (the “Offering”) for total proceeds of up to $2,000,000. Each Unit will consist of one common share of the Company and one common share purchase warrant (each a “Unit Warrant”). Each Unit Warrant will entitle the holder to acquire an additional common share at a price of $0.60 per share for a period of 24 months. The Offering is not subject to any minimum aggregate subscription.
The Offering will be available to existing shareholders of the Company, who, as of the close of business on August 10, 2016, 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.
The Company will also make the Offering available to subscribers under other available prospectus exemptions. Finder’s fees of 7% in cash and 7% in units (the “Finder’s Unit”) may be payable in accordance with the policies of the TSXV. The Finder’s Unit will consist of one common share of the Company and one common share purchase warrant (the “Finder’s Warrant”). The Finder’s Warrant will have the same terms as the Unit Warrants.
“We are very pleased with the interest in Edgewater Wireless’ business and continued support from investors.” said Andrew Skafel, President and CEO of Edgewater Wireless “These funds will give us additional liquidity to take our F500 customer project to initial deployment stage and continue to drive development of our sales channels while expanding our business into new verticals like the $500 Billion cable industry. Interest in WIFI3 and our next generation WiFi solutions is growing around the world as the demand for reduced interference and increased capacity continues to evolve.”
The securities issued in connection with the Offering will be subject to a four month hold period from the date of the issuance.
The Offering is subject to TSX Venture Exchange acceptance. It is intended that the maximum proceeds of $2,000,000 from the Offering will be used for Sales and Marketing Expenses ($925,000), Engineering and Product Development ($575,000), Working Capital ($275,000) and Operating Expenses ($225,000). The Issuer may reallocate the proceeds from the Offering as may be required depending upon the development of the Company’s business.
About Edgewater Wireless Systems Inc.:
Edgewater Wireless develops and commercializes leading edge technologies and intellectual property for the communications market. Edgewater Wireless delivers advanced product solutions designed to meet the high-density, high quality of service (QoS) and high-reliability needs of service providers and their customers. Leveraging over twenty (20) patents, Edgewater’s WiFi3™ is redefining Wi-Fi technology with its wide-band, multi-channel radio and high-capacity Access Point solutions, and delivering next generation Wi-Fi, today.
The best solution for High-Density Wi-Fi networks, Edgewater Wireless WiFi3 powered access point products enable innovative service providers to plan, build and deploy reliable, high-capacity services (like VoWiFI) for high-density wireless data demand in any environment.
Do more with less! Fewer access points delivering high quality service at a lower overall deployment cost make our patented WiFi3 technology the right choice for your next Wi-Fi network.
Explore the evolution of Wi-Fi at www.EdgewaterWireless.com
Forward-Looking Statements:
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.
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.