Edgewater Announces Extension of Term of Convertible Debentures

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

OTTAWA, Ontario--(BUSINESS WIRE)--Edgewater Wireless Systems Inc. (TSX-V: YFI) (OTC: KPIFF) (the “Company” or “Edgewater Wireless”). Further to its news release dated August 29, 2025, the Company announces that it has received TSX Venture Exchange (“TSXV”) acceptance for and is proceeding with an extension of the maturity date of unsecured convertible debentures issued pursuant to a private placement completed on September 1, 2022 (the “Issue Date”).

The original maturity date of the Debentures was September 1, 2025 (the “Original Maturity Date”), being three years from the Issue Date. The principal amount of the Debentures was convertible at the election of either the Debenture holders or the Company at any time before the Original Maturity Date into units (the “Units”) at a price of $0.12 per Unit. Each Unit is comprised of one common share and one common share purchase warrant (the “Warrants”). Each Warrant will entitle the holder to purchase one additional common share at an exercise price of $0.23 per share for a period of three years from the Issue Date, subject to an acceleration provision that is triggered at the Company’s election if the daily volume weighted average trading price of the Company’s common shares exceeds $0.30 for ten consecutive trading days. The Debentures bear interest at a rate of 10% per annum (non-compounded) payable quarterly in arrears in cash or, at the election of the Company, in common shares of the Company.

The Company has received TSXV acceptance for and is proceeding with an extension of the Original Maturity Date by two years, to September 1, 2027 (the “Amended Maturity Date”). The Company has also added an acceleration provision to the Debentures, pursuant to which it will be permitted, at its election, to convert the principal amount of the Debentures into Units if the daily volume weighted average trading price of the Company’s common shares is $0.18 or greater for ten consecutive trading days. In order to align with the Amended Maturity Date, the Company has also amended the expiry date of the Warrants such that if issued, the Warrants will expire on the Amended Maturity Date. All other terms of the Debentures remain the same.

The Debentures have an aggregate principal amount of $711,000. No new funds have been received by the Company in connection with the extension of the Debentures. The Company has received consent to the amendments to the Debentures outlined above from the Debenture holders.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) the Company advises that two directors of the Company hold Debentures with an aggregate principal amount of $133,000 and that such directors are considered to be “related parties” of the Company. Participation by a “related party” of the Company in the Debenture financing makes the financing a “related party transaction” for purposes of MI 61-101 and TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(a) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101 as the fair market value of the related parties’ participation is not more than 25% of the Company’s market capitalization.

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.