Edgewater Administration and Administrators to Lead $800,000 Non-public Placement


OTTAWA – (BUSINESS WIRE) – Edgewater Wireless Systems Inc. (YFI; TSX.V) (OTCQB: KPIFF), the industry leader in Wi-Fi spectrum slicing technology for residential and commercial markets, announces that the company’s management and directors will do so Participation as the main investor in a non-brokered private placement of up to 6,956,522 Units (a “Unit” each). Each Unit consists of one common share and one warrant of the Company (each a “Warrant”) for total proceeds of up to $ 800,000 (the “Offer”).

“Our recent proof of concept with a major Tier 1 service provider shows the great potential for spectrum slicing and Edgewater,” said Andrew Skafel, President and CEO of Edgewater Wireless. “Management and directors are committed to our current strategic direction.”

Shares will be issued at a price of $ 0.115 per share. Each warrant entitles the holder to purchase one common share of the company at a price of US $ 0.23 for twenty-four (24) months after the closing date. The offer is not subject to a minimum subscription.

This offer is available to subscribers subject to the prospectus exemptions available, as further detailed in the subscription agreement.

The offer will also be available to existing shareholders of the Company who owned securities of the Company at the close of business on March 11, 2021 (and continued to hold them as of the cut-off date) prospectus exemption under Section 2.9 of OSC Rule 45-501 – Distributions to Existing Securityholders and in similar instruments in other countries in Canada (the “Existing Shareholder Exemption”). Exemption from existing shareholders limits a shareholder to a maximum investment of $ 15,000 within a 12 month period unless the shareholder has received advice on the suitability of the investment and if the shareholder is a resident of a Canadian jurisdiction this advice is obtained from a person who is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors who rely on the existing Shareholder Exemption to exceed the Maximum Offer, the Company may adjust the subscriptions received on a pro-rata basis.

The finder’s fee of 7% of the gross proceeds of the offer can be paid in cash. In addition, finders may receive stock purchase option warrants (the “Finder’s Warrants”) entitling them to purchase that number of common shares in the Company, which is 7% of the total number of shares purchased by subscribers who have introduced such finders to the Company for two years from the closing of the offering at $ 0.23 per common share, all in accordance with the guidelines of the TSXV.

The common shares issued in connection with the offer and any common shares acquired upon exercise of warrants are subject to a holding period of four months from the completion of the offer.

The offer is subject to acceptance by TSXV. It is intended that the maximum proceeds of $ 800,000 from the Offering will be used for: operating expenses, including sales, marketing and business development ($ 240,000); Engineering and Product Development ($ 320,000) and Working Capital ($ 240,000). The Company may redistribute the proceeds from the Offering as required as the Company’s business develops.

Via Edgewater Wireless

We do Wi-Fi. Better.

Edgewater Wireless (www.edgewaterwireless.com) is the industry leader in innovative spectrum slicing technology for the residential and commercial markets. We develop advanced Wi-Fi silicon solutions, access points and IP licenses to meet the needs of service providers and their customers for high density and high quality of service. With more than 24 patents, Edgewater’s Multi-Channel Single Radio Technology (MCSR) revolutionizes Wi-Fi and today offers next-generation Wi-Fi.

More information is available at www.edgewaterwireless.com or www.aera.io.

Forward-Looking Statements

This press 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, “” intentions, “and similar expressions are intended to identify forward-looking information or statements. While Edgewater Wireless believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should be placed on the forward-looking statements and information, as Edgewater Wireless makes no representation that they will prove to be prove right. By its nature, such forward-looking information is subject to various risks and uncertainties that could cause actual results and experiences of Edgewater Wireless to differ materially from expected results or expectations. These risks and uncertainties include 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, as disclosed in this press release or otherwise, and not to use any forward-looking information or financial prospects for any purpose other than its intended purpose. Edgewater Wireless assumes no obligation to publicly update or revise any forward-looking information as a result of new information, future events, or for any other reason, except as required by law.

Neither the TSX VENTURE EXCHANGE nor its regulatory services provider (as that term is defined in the policies of the TSX VENTURE EXCHANGE) accepts responsibility for the adequacy or accuracy of this publication.