OTTAWA, Ontario–(BUSINESS WIRE)–Edgewater Wireless Systems Inc. (TSX-V:
KPIFF) , 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 first tranche of the Company’s previously
announced $2 million private placement.
Pursuant to this closing, the Company has issued an aggregate of
10,726,106 units (“Units”) at a price of $0.16 per Unit to raise
aggregate gross proceeds of $1,716,177. Each Unit consists of one common
share of the Company and one non-transferable warrant which will entitle
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 call provision
will become effective 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% 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 our customers
and to scale for Cable Industry requirements with customers like
- Focused 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.
“We’re pleased to have support from new shareholders excited by the
market opportunity for our WiFi3 technology, as well as, renewed support
from our existing shareholders who believe in the strength of our team
and technology,” said Andrew Skafel, President and CEO. “Our primary
focus is to continue our growth strategy into 2019 by building a strong
supply chain for manufacturing and supplying our WiFi3™ powered products
for our partners, customers and for a growing number of opportunities in
the Cable Industry – including Mediacom – the 5th largest
cable operator in the USA.”
In connection with the funds raised in the first tranche of the private
placement, finders’ fees will be paid to Echelon Wealth Partners which
will receive a finder’s fee of $42,252 in cash and 264,075 broker
warrants, PI Financial Corp. which will receive a finder’s fee of
$13,854.40 in cash and 86,590 broker warrants, Canaccord Genuity Corp.
which will receive a finder’s fee of $5,180 in cash and 32,375 broker
warrants, Hampton Securities Limited which will receive a finder’s fee
of $7,000 in cash and 43,750 broker warrants, and Industrial Alliance
Securities Inc. which will receive a finder’s fee of $5,600 in cash and
35,000 broker warrants. Each broker warrant entitles the holder to
acquire one common share of the Company at an exercise price of $0.24
per share for a period of 5 years following the date of issuance. The
broker warrants will also have the same accelerated conversion provision
as the warrants issued underlying the Units. Finders’ fees will be paid
subject to TSX Venture Exchange approval.
The securities issued pursuant to the first tranche of the private
placement will be subject to a statutory four-month hold period ending
on December 21, 2018. The Company intends to continue to raise funds
pursuant to the private placement under the terms set out in its news
release dated July 25, 2018 and will announce the second closing on or
before August 31, 2018.
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.
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.
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.
For further information, please contact:
President and Chief Executive Officer