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Edgewater Wireless Closes First Tranche of $2 Million Private Placement

OTTAWA, Ontario--(BUSINESS WIRE)--

Edgewater Wireless Systems Inc. (TSX-V: YFI) (OTCQB: KPIFF) , the developer of WiFi3™ multi-channel WiFi chipsets and access point products for high-density wireless networks is pleased to announce the closing of the first tranche of the Company’s previously announced $2 million private placement.

Pursuant to this closing, the Company has issued an aggregate of 10,726,106 units (“Units”) at a price of $0.16 per Unit to raise aggregate gross proceeds of $1,716,177. Each Unit consists of one common share of the Company and one non-transferable warrant which will entitle the holder to purchase one additional common share of the Company, for a period of 60 months from closing, at an exercise price of $0.24 per share. The 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 call provision will become effective 12 months after closing the private placement.

Three members of the Board of Directors participated in the financing. The participation of these directors is considered to be a “related party transaction” pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company determined that exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 were available for the related party transaction pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the transaction involving related parties was not more than 25% of the Company’s market capitalization.

It is intended that the proceeds from the Offering will be allocated as follows:

  • Manufacturing and production to fulfill obligations with our customers and to scale for Cable Industry requirements with customers like Mediacom Communications;
  • Focused 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.

“We’re pleased to have support from new shareholders excited by the market opportunity for our WiFi3 technology, as well as, renewed support from our existing shareholders who believe in the strength of our team and technology,” said Andrew Skafel, President and CEO. “Our primary focus is to continue our growth strategy into 2019 by building a strong supply chain for manufacturing and supplying our WiFi3™ powered products for our partners, customers and for a growing number of opportunities in the Cable Industry – including Mediacom – the 5th largest cable operator in the USA.”

In connection with the funds raised in the first tranche of the private placement, finders’ fees will be paid to Echelon Wealth Partners which will receive a finder’s fee of $42,252 in cash and 264,075 broker warrants, PI Financial Corp. which will receive a finder’s fee of $13,854.40 in cash and 86,590 broker warrants, Canaccord Genuity Corp. which will receive a finder’s fee of $5,180 in cash and 32,375 broker warrants, Hampton Securities Limited which will receive a finder’s fee of $7,000 in cash and 43,750 broker warrants, and Industrial Alliance Securities Inc. which will receive a finder’s fee of $5,600 in cash and 35,000 broker warrants. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.24 per share for a period of 5 years following the date of issuance. The broker warrants will also have the same accelerated conversion provision as the warrants issued underlying the Units. Finders’ fees will be paid subject to TSX Venture Exchange approval.

The securities issued pursuant to the first tranche of the private placement will be subject to a statutory four-month hold period ending on December 21, 2018. The Company intends to continue to raise funds pursuant to the private placement under the terms set out in its news release dated July 25, 2018 and will announce the second closing on or before August 31, 2018.

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.

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-four (24) patents, Edgewater’s WiFi3™ is redefining WiFi technology with its wide-band, multi-channel radio and high-capacity Access Point solutions, and delivering next generation WiFi, today.

The best solution for High-Density WiFi 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 WiFi network.

Explore the evolution of Wi-Fi at www.EdgewaterWireless.com and www.aera.io

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", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. Although Edgewater Wireless 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 Edgewater Wireless 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 Edgewater Wireless’ actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to 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. Edgewater Wireless 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.

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.

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