Edgewater Announces $1.1M Private Placement

Not for distribution in the United States or to U.S. newswire services

OTTAWA, Ontario--(BUSINESS WIRE)--Edgewater Wireless Systems Inc. (TSX-V: YFI) (the “Company” or “Edgewater Wireless”) is pleased to announce a non-brokered private placement of up to 22,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of up to $1,100,000 (the “Offering”). 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 $0.08 per share for a period of two years from the closing date.

In connection with the Offering, the Company may pay finders’ fees in cash or securities, or a combination of both, as permitted by the policies of the TSXV.

The Company expects to use the net proceeds of the Offering for product commercialization and general working capital. Depending on the development of its business, the Company may reallocate the proceeds from the Offering as needed.

The Offering will also be available to existing shareholders of the Company, who, as of the close of business on December 5, 2024, 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 $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.

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. The Offering is subject to TSXV acceptance.

About Edgewater Wireless

We make Wi-Fi. Better.

Edgewater Wireless (www.edgewaterwireless.com) 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 the high-density and high quality-of-service needs of service providers and their customers. With 26 granted patents, Edgewater’s In-band Multi-Channel Wi-Fi 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 greatest improvements.

For more information, visit 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.

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", "may", "will", "should", "believe" 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, payment of finder’s fees, TSXV acceptance 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.