July 25, 2017 – Ottawa, Ontario – 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.

 

Edgewater Wireless Contact:

Andrew Skafel, President and CEO
Edgewater Wireless Systems Inc.
Tel: +1 (613) 271-3710 x501

Matt Massey
VP, Marketing
T: +1 613-797-9628
E: mattm@edgewaterwireless.com
W: www.edgewaterwireless.com