Edgewater Wireless Systems Inc. (YFI; TSX.V)(OTCQB: KPIFF) (the “Company”) announces an offering on a non-brokered private placement basis of up to 30,000,000 units. Each unit is comprised of one common share, one Series A warrant and one Series B warrant of the Company (each a “Unit”) for total proceeds of up to $1,500,000 (the “Offering”).

The units will be issued at a price of $0.05 per unit. Two Series A warrants will entitle the holder to acquire one common share of the Company at a price of C$0.10 for twenty-four (24) months following the Closing Date. Two Series B warrants will entitle the holder to acquire one common share of the Company at a price of C$0.20 for thirty-six (36) months following the closing date. The Offering is not subject to any minimum aggregate subscription.

This Offering is available to subscribers under available prospectus exemptions as more specifically described in the Subscription Agreement.

The Offering will also be available to existing shareholders of the Company, who, as of the close of business on May 1, 2019, 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 $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.

Finder’s fees of 7% of the gross proceeds of the Offering may be payable in cash. In addition, finders may receive share purchase warrants (the “Finder’s Warrants”) entitling them to purchase that number of common shares of the Company which is equal to 7% of the total number of units purchased by subscribers introduced to the Company such finders, exercisable for two years from the closing of the Offering at a price of $0.20 per common share, all in accordance with the policies of the TSXV.

The common shares issued in connection with the Offering and any common shares purchased on the exercise of warrants will be subject to a four-month hold period from the closing of the Offering.

The Offering is subject to TSXV acceptance. It is intended that the maximum proceeds of $1,500,000 from the Offering will be used for: Operating Expenses, including those relating to expanding the Company’s product footprint into the global residential WiFi sector and growing its sales and marketing teams (8%); business development and marketing expenses for systematic prospect outreach and industry visibility (15%); Engineering and Product Development (52%) and Working Capital (25%). 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) accept 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.

Edgewater Wireless: Andrew Skafel President & CEO T: +1 613-271-3710 x 501 E: AndrewS@edgewaterwireless.com W: www.edgewaterwireless.com

Edgewater Wireless Systems (TSXV:YFI)
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