OTTAWA, Ontario--(BUSINESS WIRE)--Edgewater Wireless Systems Inc (the “Company”) (TSX-V: YFI) (OTCQB: KPIFF) is pleased to announce a non-brokered private placement of up to 12,500,000 units of the Company (each a “Unit”) at a price of $0.16 per Unit for gross proceeds of up to $2,000,000 (the “Offering”). The Company has engaged Echelon Wealth Partners Inc. as financial advisor in connection with the Offering.
Each Unit will consist of one common share of the Company and one common share purchase warrant at a price of $0.24 per share for a period of 60 months following the closing date of the Offering. The Offering is not subject to any minimum aggregate subscription. The share purchase warrant will be eligible for accelerated conversion at the option of the Company when the Company’s shares have traded above $0.45 per share for ten (10) consecutive trading days. This provision will only become effective beginning 12 months after closing the private placement.
It is intended that the proceeds for the Offering will be allocated as follows:
- Manufacturing and Production to fulfill obligations with our Fortune 50 Customer and to scale for Cable Industry opportunities such as our new customer – Mediacom Communications;
- Continued Engineering and Product Development;
- Working capital and operating expenses
The issuer may reallocate the proceeds of the Offering as may be required depending on the development of the Company’s business.
“Buoyed by the success of our wins with Kroger and Mediacom, Edgewater Wireless is experiencing growth and momentum for our multi-channel, single radio (MCSR™) silicon solutions and aera.io Access Points. We will focus the proceeds of this investment to fulfill existing purchase orders and capitalize on recently announced business opportunities. We’re excited to ramp production and manufacturing to ensure we have a robust supply-chain.” said Andrew Skafel, President and CEO.
The Company will make the Offering available to subscribers under available prospectus exemptions. 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 is subject to TSX Venture Exchange acceptance.
The Offering will also be available to existing shareholders of the Company, who, as of the close of business on July 23, 2018, 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 Closing of the Offering is scheduled to occur on or about the week of August 10, 2018, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities, and the satisfaction of other customary closing conditions.
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.