EnWave closes $3-million private placement

Executive Summary

• EnWave Corp. has closed a fully subscribed private placement raising $3 million in aggregate gross proceeds.
• The company issued 7.5 million common shares at a price of $0.40 per share, comprising both brokered and non-brokered components.
• Net proceeds will be used to manufacture two large-scale Radiant Energy Vacuum (REV) dehydration machines to support expanding demand and reduce order fulfillment times.

Key Details

• Total Gross Proceeds: $3,000,000.
• Shares Issued: 7,500,000 common shares.
• Price Per Share: $0.40.
• Brokered Component: 6,125,000 shares handled by Claris Securities Inc. as lead agent and sole bookrunner.
• Non-Brokered Component: 1,375,000 shares.
• Regulatory Basis: Conducted pursuant to the listed issuer financing exemption under National Instrument 45-106.
• Hold Periods:
  • General investors: No hold period under Canadian securities laws.
  • Directors and Officers: Four-month hold period expiring on December 22, 2025, per TSX Venture Exchange policies.
  • Claris Compensation Options: Four-month hold period.
• Agent Compensation: Claris received a cash commission of $134,750 and 336,875 non-transferable compensation options.
• Compensation Option Terms: Each option allows the acquisition of one share at the issue price ($0.40) for a period of 24 months from the closing date.
• Use of Proceeds: Construction of two large-scale (60 kW to 120 kW) Radiant Energy Vacuum (REV) dehydration machines. Manufacturing time is approximately six months.
• Related Party Transaction: Directors and senior officers subscribed for an aggregate of 212,500 shares. The company relied on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as the related party portion did not exceed 25% of market capitalization.