/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
OTTAWA, May 31, 2017 /CNW/ - Edgewater Wireless
Systems Inc. (TSX-V: YFI) (the "Company") is pleased to
announce that it has appointed a syndicate led by Canaccord Genuity
Corp. (the "Agent") to sell by way of private placement up
to 12,000,000 units of the Company (each a "Unit") at a
price of $0.25 per Unit for gross
proceeds of up to $3,000,000 (the
"Offering").
Each Unit will consist of one common share of the Company and
one-half of one common share purchase warrant. Each whole
warrant will entitle the holder to acquire one additional common
share of the Company at a price of $0.375 per share for a period of 2 years
following the closing date of the Offering. The Offering is not
subject to any minimum aggregate subscription.
"The era of High Density WiFi has arrived! The previous
12-months have been an exciting time and the interest in Edgewater
Wireless' and our WiFi3 technology has is building steadily as high
density WiFi issues dominate Quality of Experience for wireless
users." said Andrew Skafel,
President and CEO of Edgewater Wireless "This is a momentous time
for the company as interest in WiFi3™ and the demand for better
WiFi – reduced interference and increased capacity continues to
evolve. We are growing and we are entering new phases of
development and production with our customers. These funds will
provide Edgewater Wireless additional capital to build our sales
and marketing channels as well as allow us to ramp production in
support of our existing customers and sales."
The Company will make the Offering available to subscribers in
all provinces of Canada and in
the United States by way of
private placement to selected accredited investors and/or to
qualified institutional investors and outside of Canada and the
United States on a private placement or equivalent basis.
The Closing of the Offering is scheduled to occur on or about
the week of June 15, 2017, and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the
TSX Venture Exchange, and the satisfaction of other customary
closing conditions. All securities issuable in connection
with the Offering are subject to a four-month hold period from the
date of issuance, in accordance with applicable securities
laws.
The Offering will be available to existing shareholders of the
Company, who, as of the close of business on May 30, 2017, 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 CAD$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.
In connection with the Offering, the Agent will receive on
closing of the Offering: (i) a cash commission equal to 7% of the
gross proceeds raised, other than in respect of orders received
from an agreed upon President's List on which a cash commission of
3.5% of the gross proceeds will be paid; and (ii) broker warrants
in a quantity equal to 7% of the aggregate number of Units sold to
non-president's list subscribers and 3.5% of the Units sold to
president's list subscribers. Each broker warrant will entitle the
holder to purchase one Unit of the Company at a price of
$0.25 per Unit, at any time during
the 2 year period following the closing of the Offering.
It is intended that the proceeds from the Offering will be used
for Sales and Marketing Expenses (40%) Engineering and Product
Development (30%), Working Capital (20%) and Operating Expenses
(10%). The Company may reallocate the proceeds from the Offering as
may be required depending upon the development of the Company's
business.
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.
The securities offered have not been and will not be registered
under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United
States absent registration or applicable exemption from the
registration requirements. This news release does not constitute an
offer to sell or the solicitation of any offer to buy nor will
there be any sale of these securities in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such province, state or jurisdiction.
This document contains certain forward-looking information and
forward-looking statements within the meaning of applicable
securities legislation (collectively "forward-looking statements").
The use of the word "will", "intended" and similar expressions are
intended to identify forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Such
forward-looking statements should not be unduly relied upon. This
document contains forward-looking statements and assumptions
pertaining to the following: the Offering; the completion of the
Offering; and the use of proceeds from the Offering. Actual results
achieved may vary from the information provided herein as a result
of numerous known and unknown risks and uncertainties and other
factors. The Company believes the expectations reflected in those
forward-looking statements are reasonable, but no assurance can be
given that these expectations will prove to be correct.
SOURCE Edgewater Wireless Systems Inc.