Edgewater Wireless Closes Second Tranche of Private Placement
Edgewater Wireless Systems Inc. (TSX-V: YFI) (OTCQB: KPIFF) (the “Company”), 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 second
tranche of the Company’s private placement, previously announced on July 25, 2018. The first tranche closing was announced on
August 21, 2018.
Pursuant to the first tranche closing, the Company issued 10,726,106 units and pursuant to the second tranche closing, the
Company issued 812,500 units for an aggregate of 11,538,606 units (the “Units”) at a price of $0.16 per Unit to raise
aggregate gross proceeds of $1,846,177. Each Unit consists of one common share of the Company and one non-transferable warrant
which entitles 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 provision will only become effective
beginning 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
per cent 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 the company’s customers and to scale for cable industry requirements with customers like Mediacom Communications;
focused engineering and product development; and working capital and operating expenses.
There were no finder’s fees paid in connection with the second tranche of the private placement. The securities issued pursuant
to the second tranche of the private placement will be subject to a statutory four month hold period ending on January 5, 2019.
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.
Edgewater Wireless Systems Inc.
Andrew Skafel, +1-613-271-3710
President and CEO
View source version on businesswire.com: https://www.businesswire.com/news/home/20180910005918/en/