3 January 2025

Not for distribution in the United States or for the services of US news agencies

OTTAWA, ONTARIO–(BUSINESS WIRE)–Edgewater Wireless Systems Inc. (TSX-V: YFI) (OTC: KPIFF) (the a company or Edgewater Wireless) is pleased to announce the closing of the previously announced non-brokered private placement ( Private placement). Pursuant to the private placement, the Company issued a total of 38,300,000 units (f Units) at $0.05 per unit for total proceeds of $1,915,000. Please see the Company's news releases dated December 6, 2024, December 13, 2024, and December 16, 2024.

Each unit consists of one common share in the company's capital (a Shared share) and one common stock purchase memorandum (a note). Each Warrant will be exercisable for a period of two years from the date of issuance and entitles the holder thereof to purchase an additional common share at an exercise price of $0.08.

The Company intends to use the net proceeds from the Private Placement for product commercialization and general working capital. Depending on the development of its business, the Company may reallocate proceeds from the Private Placement as needed.

In connection with the closing of the Private Placement, the Company paid finder's fees totaling $17,150, issued 1,533,000 common shares, and issued an aggregate of 2,314,000 finder's warrants to certain finders. Each Discovered Warrant will be exercisable for a period of two years from the date of issuance and entitles the holder thereof to purchase an additional common share at an exercise price of $0.08.

All securities issued in connection with the Private Placement are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

The securities issued pursuant to the Private Placement have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an exemption from registration requirements.

Pursuant to Multilateral Instrument 61-101 Protection of minority security holders in private transactions (MI 61-101) The Company reports that certain directors and officers of the Company participated in the private placement for gross proceeds of $150,000 and are considered related parties to the Company. Each subscription by a related party to the Company shall be deemed to be a related party transaction for purposes of MI 61-101 and TSXV Policy 5.9. Protection of minority security holders in private transactions. The Company relies on exemptions from the formal valuation requirements in Section 5.5(a) of MI 61-101 and the minority shareholder approval requirements in Section 5.7(1)(a) of MI 61-101 as its fair market value. The share of related parties should not exceed 25% of the company’s market value.

About Edgewater Wireless

We make Wi-Fi. better.

Edgewater Wireless (www.edgewaterwireless.com) is the leader in innovative spectrum slicing technology for the residential and commercial markets. We develop advanced Wi-Fi silicon, access point and IP licensing solutions designed to meet the high-density, high-quality service needs of service providers and their customers. With 26 granted patents, Edgewater's in-band multi-channel Wi-Fi technology is revolutionizing Wi-Fi, delivering the next generation of Wi-Fi today.

Edgewater's physical layer Spectrum segmentation It allows the frequency band to be divided or sliced ​​to enable more radios to operate in a given area. Think about Spectrum segmentation Such as moving from a single-lane road to a multi-lane highway,” regardless of Wi-Fi technology. A recently completed Proof of Concept (PoC) with a Tier 1 lead service provider demonstrated performance gains of 7 to 18 times in 75% of homes surveyed. Interestingly, homes with the highest number of appliances saw the greatest improvements.

For more information, visit www.edgewaterwireless.com.

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.

Forward-looking statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “may”, “will”, “should”, “believe” and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on forward-looking statements and information because the Company can give no assurance that they will prove to be correct. correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, the use of private placement proceeds, access to capital markets, market forces, competition from new and existing companies, and regulatory conditions. Readers are cautioned not to place undue reliance on such forward-looking information, which is made as of the date expressed in this press release or otherwise, and not to use future-oriented information or financial projections for anything other than its intended purpose. . The Company undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Edgewater Wireless Connections:
Andrew Scafell, President and CEO
Email: andrews@edgewaterwireless.com

Bill Metolas, Investor Relations
Email: ir@edgewaterwireless.com
Tel: +1.416.479.9547

www.edgewaterwireless.com

Source: Edgewater Wireless Systems Inc.

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