Mr. Andrew Skafel reports

EDGEWATER WIRELESS CONFIRMS TERMS OF PRIVATE PLACEMENT FINANCING

Edgewater Wireless Systems Inc. has arranged a non-brokered private placement of up to 10 million units at a price of five cents per unit for gross proceeds of up to $500,000. Each unit will consist of one common share and one common share purchase warrant, each warrant entitling the holder to purchase one additional common share of the company at an exercise price of 10 cents per share for a period of 24 months from the closing date.

The company may pay finders' fees of up to 7 per cent of the gross proceeds of the offering, payable in cash. In addition, finders may receive share purchase warrants entitling them to purchase such number of common shares of the company which is equal to 7 per cent of the total number of units purchased by subscribers introduced to the company by such finders, exercisable for two years from the closing date of the offering at a price of 10 cents per share, all in accordance with the policies of the TSX Venture Exchange.

The company expects to use the net proceeds of the offering for product commercialization and general working capital. The company may reallocate the proceeds from the offering as may be required depending upon the development of the company's business.

Any securities issued in connection with the offering will be subject to a four-month hold period in accordance with securities laws and the policies of the TSX-V, as applicable. The offering is subject to TSX-V acceptance.

The offering will also be available to existing shareholders of the company, who, as of the close of business on Nov. 16, 2023, 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 Ontario Securities Commission Rule 45-501 (Distributions of Existing Security Holders) and in similar instruments in other jurisdictions in Canada (existing shareholders 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 a resident in a jurisdiction of Canada, that advice has been obtained from a person who 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.

About Edgewater Wireless Systems Inc.

Edgewater Wireless is the industry leader in innovative spectrum slicing technology for residential and commercial markets. It develops advanced WiFi silicon solutions, access points and Internet protocol licensing designed to meet high-density and high-quality-of-service needs of service providers and their customers. With 26 granted patents, Edgewater Wireless offers its spectrum slicing technology that revolutionizes WiFi, delivering next-generation WiFi today.

Edgewater Wireless's physical layer spectrum slicing allows a frequency band to be divided, or sliced, to enable more radios to operate in a given area. Think of spectrum slicing like moving from a single-lane road to a multilane highway -- regardless of WiFi technology. The recently completed proof of concept with a major Tier 1 service provider showed seven to 18 times performance gains in 75 per cent of homes surveyed. Interestingly, homes with the most devices saw the most significant improvements.

We seek Safe Harbor.