Edgewater Wireless Systems Inc. announced a non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of up to CAD 1,000,000 on August 4, 2022. The debentures will mature on the date that is three years from the date of issuance. The principal amount of the debenture is convertible at the election of the holders at any time after the date, which is four months following the date of closing and before the maturity date, and redeemable at the election of the company at any time after the date which is 12 months following the closing date and before the maturity date, into units of the company at a price of CAD 0.12 per unit.

Each unit will be comprised of one common share and one common share purchase warrant. Each Warrant entitles the holder to purchase one additional common share of the company at an exercise price of CAD 0.23 per share for a period of three years after the closing date. Each debenture will bear interest from the date of issue until the maturity date or date of redemption or conversion at a rate of 10% per annum payable quarterly in arrears in cash or, at the election of the company, in shares.

The transaction is subject to a 15% over-allotment pursuant to which the Company may sell additional debentures for aggregate gross proceeds of up to an additional CAD 150,000 over the CAD 1,000,000 Offering amount described herein. In connection with the Offering, the Corporation may pay finder's fees in cash or securities or a combination of both, as permitted by the policies of the TSXV. Closing of the Offering may occur in one or more tranches.

The debentures and any securities issuable upon conversion will be subject to a statutory hold period of four months from the date of issuance of the debentures. The transaction is subject to final approval by the TSXV.