Edgewater Wireless Announces Strategic Investor-Led $1M Private Placement to Advance Spectrum Slicing Roadmap

Executive Summary

• Edgewater Wireless Systems Inc. announced a non-brokered private placement of up to 16,666,667 units at $0.06 per unit, targeting up to ~$1,000,000 in gross proceeds.
• Net proceeds will be allocated to semiconductor design, engineering, and product development for its Spectrum Slicing™ prototype, alongside general working capital.
• The offering includes a standard warrant structure, a 15% over-allotment option, and available prospectus exemptions for existing shareholders and insiders.

Key Details

• Offering Size & Price: Up to 16,666,667 Units priced at $0.06 per Unit.
• Gross Proceeds: Up to approximately $1,000,000.
• Warrant Terms: Each Unit consists of one common share and one common share purchase warrant; warrants entitle holders to purchase one additional share at an exercise price of $0.09/share for two years from the closing date.
• Over-Allotment: Includes a 15% over-allotment option allowing the sale of an additional 2,500,000 Units for up to $150,000 in additional gross proceeds.
• Use of Proceeds: Semiconductor design, engineering, and product development related to the Spectrum Slicing™ prototype, and general working capital.
• Insider Participation: Directors, officers, and insiders may participate, constituting a related party transaction. Expected to be exempt from MI 61-101 formal valuation and minority shareholder approval requirements, as fair market value will not exceed 25% of market capitalization.
• Existing Shareholder Exemption: Available to existing shareholders under OSC Rule 45-501, limited to a maximum of $15,000 in a 12-month period (unless accompanied by investment dealer advice). Subscriptions exceeding the maximum may be adjusted pro-rata.
• Finders’ Fees: Company may pay arm’s length finders’ fees in cash, securities, or a combination, as permitted by TSXV policies.
• Hold Period: All securities issued will be subject to a four-month hold period per applicable securities laws and TSXV policies.
• Regulatory Status: Offering is subject to TSXV acceptance.

Notable Quotes

• Andrew Skafel, President and CEO: “This financing is about momentum, alignment and execution. We are seeing increasing interest in our Spectrum Slicing technology from strategics, investors and dual-use markets, and we expect management and insider participation alongside strategic investors. The proceeds from this financing are intended to help us advance the next value-creating milestone in our product roadmap and support Edgewater’s position in high-reliability, low-latency wireless connectivity.”