OTTAWA, Ontario — Edgewater Wireless Systems Inc. (“Edgewater” or the “Company”) (YFI: TSX.V) (OTC: KPIFF) is pleased to announce it has closed the first tranche of its non-brokered private placement of unsecured convertible debentures (the “Debentures”) announced on August 4, 2022 for aggregate gross proceeds of $716,000 (the “Financing”).
The Debentures will mature on the date that is three years from the date of issuance (the “Maturity Date”). The principal amount of the Debenture is convertible at the election of the holders at any time after the date which is four months following the date of closing of the Financing (the “Closing Date”) and before the Maturity Date, and redeemable at the election of the Company at any time after the date which is 12 months following the Closing Date and before the Maturity Date, into units (each a “Unit”) of the Company at a price of $0.12 per Unit. Each Unit will be comprised of one common share (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.23 per share for a period of three years after the Closing Date, subject to an acceleration provision that is triggered at the Company’s election if daily volume weighted average price of the Company’s Shares is over $0.30 for ten consecutive trading days.
Each Debenture will bear interest from the date of issue until the Maturity Date or date of redemption or conversion at a rate of 10% per annum (non-compounded) payable quarterly in arrears in cash or, at the election of the Company, in Shares . Subject to TSX Venture Exchange (“TSXV”) acceptance, any interest that has accrued on the principal amount outstanding under the Debenture will be payable in Shares at a price per share which equals the higher of the ‘Market Price’ (as that term is defined in the policies of the TSXV) on the date the accrued interest becomes payable or the volume weighted average trading price of the Shares on the TSXV for the 10 consecutive trading days preceding the date the accrued interest becomes payable.
The Company intends to use the net proceeds of the Financing for general working capital purposes.
The Debentures and any securities issuable upon conversion are subject to a four month hold period expiring on January 2, 2023, in accordance with applicable securities laws and the policies of the TSXV. The Financing is subject to final approval by the TSXV.
Three current directors of the Company, including a member of management, participated in the Financing for the aggregate principal amount of $138,000. Each transaction with a director constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under section 5.5(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the Debentures issued to the directors and the consideration paid by the directors does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Financing, as the details of the Financing and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wanted to improve its financial position as expeditiously as possible. The transaction was approved unanimously by the Company’s Board of Directors.
The securities referenced in this news release have not been, and will not be, registered under the US Securities Act, or any US state securities laws, and may not be offered or sold in the United States without registration under the US Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 over 26 granted patents, Edgewater’s Multi-Channel, Single Radio (MCSR) technology revolutionizes Wi-Fi, delivering next-generation Wi-Fi today.
Edgewater’s physical layer Spectrum Slicing allows a frequency band to be divided, or sliced, to enable more radios to operate in a given area. Think of Spectrum Slicing like moving from a single-lane road to a multi-lane highway — regardless of Wi-Fi technology. The recently completed Proof of Concept (PoC) with a major Tier 1 Service Provider showed 7 to 18 times performance gains in 75% of homes surveyed. Interestingly, homes with the most devices saw the greatest improvements.
For more information, visit www.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.
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Andrew Skafel, President and CEO
E: [email protected]
Bill Mitoulas, Investor Relations
E: [email protected]aterwireless.com