November 19, 2017 – Ottawa, Ontario – Edgewater Wireless Systems Inc. (TSX-V: YFI) (the “Company”) is pleased to announce the Company has closed its previously announced non-brokered private placement and subsequent increase in the amount subscribed.

The Offering has been fully subscribed of an aggregate of 2,000,000 units (the “Units”) at a price of $0.25 per Unit, for gross proceeds of $500,000 and the Company has issued an additional 122,100 Units (2,122,100 Units in total), for total gross proceeds of $530,525. Each Unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant (each a “Warrant”). Each half Warrant will entitle the holder to acquire one half of one additional common share of the Company at a price of $0.375 per share for a period of 2 years following the closing date of the Offering.

In connection with the Offering, Haywood Securities Inc. will receive a finder’s fee of 18,000 finder’s units, Echelon Wealth Partners Inc. a finder’s fee of 16,800 finder’s units and Clairewood Partners Inc. will receive a finder’s fee of 43,200 finder’s units. Each finder’s unit comprises one common share and one-half of one non-transferrable common share purchase warrant (each a Warrant). Each half Warrant will entitle the holder to acquire one half of one additional common share of the Company at a price of $0.375 per share for a period of 2 years following the closing date of the Offering.

All securities issued in connection with this Offering are subject to a 4-month hold period as prescribed by the TSX Venture Exchange and applicable securities laws unless otherwise exempted.

 

For further information, please contact:

Matt Massey

VP, Marketing

T: +1 613-797-9628

E: mattm@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.

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” 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, payment of the finder’s fee, 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.