News Press Releases

Edgewater Management and Directors to Lead $800,000 Private Placement

V.YFI | March 12, 2021

Edgewater Wireless Systems Inc. (YFI; TSX.V) (OTCQB: KPIFF), the industry leader in Wi-Fi Spectrum Slicing technology for residential and commercial markets, is pleased to announce that the Management and Directors of the Company will participate as lead investors in a non-brokered private placement of up to 6,956,522 units (each a “Unit”). Each Unit is comprised of one common share and one warrant of the Company (each a “Warrant”) for total proceeds of up to $800,000 (the “Offering”).

“Our recent Proof of Concept with a major Tier 1 Service Provider demonstrates the magnitude of the opportunity for Spectrum Slicing and Edgewater,” said Andrew Skafel, President and CEO of Edgewater Wireless. “Management and Directors are committed to our current strategic direction.”

The units will be issued at a price of $0.115 per unit. Each Warrant will entitle the holder to acquire one common share of the Company at a price of $0.23 for twenty-four (24) months following the closing date. The Offering is not subject to any minimum aggregate subscription.

This Offering is available to subscribers under available prospectus exemptions as more specifically described in the Subscription Agreement.

The Offering will also be available to existing shareholders of the Company, who, as of the close of business on March 11, 2021, 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 $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.

Finder’s fees of 7% of the gross proceeds of the Offering may be payable in cash. In addition, finders may receive share purchase warrants (the “ Finder’s Warrants ”) entitling them to purchase that number of common shares of the Company, which is equal to 7% of the total number of Units purchased by subscribers introduced to the Company such finders, exercisable for two years from the closing of the Offering at a price of $0.23 per common share, all in accordance with the policies of the TSXV.

The common shares issued in connection with the Offering and any common shares purchased on the exercise of warrants will be subject to a four-month hold period from the closing of the Offering.

The Offering is subject to TSXV acceptance. 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 reallocate the proceeds from the Offering as may be required depending upon the development of the Company’s business.

About Edgewater Wireless

We make Wi-Fi. Better.

Edgewater Wireless ( www.edgewaterwireless.com ) is the industry leader in innovative Spectrum Slicing technology for residential and commercial markets. We develop advanced Wi-Fi silicon solutions, Access Points, and IP licensing designed to meet the high-density and high quality-of-service needs of service providers and their customers. With 24+ patents, Edgewater’s Multi-Channel, Single Radio (MCSR) technology revolutionizes Wi-Fi, delivering next-generation Wi-Fi today.

For more information, visit www.edgewaterwireless.com or 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.