EnWave arranges $3-million private placement

Executive Summary

• EnWave Corp. announced a private placement of up to 7.5 million common shares at $0.40 per share, targeting gross proceeds of up to $3 million.
• The offering is subject to a minimum raise of $2 million and is being conducted under the listed issuer financing exemption.
• Net proceeds will be used to manufacture two large-scale radiant energy vacuum (REV) dehydration machines to support growing demand and reduce lead times.

Key Details

• Structure: Private placement on a best-effort basis, led by Clarus Securities Inc. as lead agent and sole bookrunner.
• Price: $0.40 per common share.
• Quantity: Up to 7.5 million common shares.
• Gross Proceeds: Up to $3,000,000.
• Minimum Proceeds: The offering will not proceed without a minimum of $2,000,000 in gross proceeds.
• Exemption: Listed issuer financing exemption (National Instrument 45-106, as amended by Coordinated Blanket Order 45-935).
• Jurisdiction: Available to purchasers resident in any Canadian province except Quebec.
• Hold Period: No hold period applies to the shares issued under this exemption.
• Use of Proceeds: Construction of two large-scale (60-kilowatt to 120-kilowatt) radiant energy vacuum (REV) dehydration machines.
• Production Timeline: Manufacturing and fabrication of the large-scale REV equipment takes approximately six months.
• Strategic Rationale: To ensure faster order fulfillment and support prospective future REV machine demand as the company's pipeline builds.
• Closing Date: Expected on or about August 21, 2025.
• Closing Conditions: Subject to necessary approvals, including the TSX Venture Exchange.
• Agent Compensation:
  • Cash commission: 5.5% of gross proceeds.
  • Compensation options: Non-transferable options equal to 5.5% of the aggregate number of shares sold.
  • Option Terms: Exercisable to acquire one common share at the issue price ($0.40) for a period of 24 months from the closing date.