Mr. Andrew Skafel reports

EDGEWATER WIRELESS ANNOUNCES STRATEGIC INVESTOR-LED $1M PRIVATE PLACEMENT TO ADVANCE SPECTRUM SLICING ROADMAP

Edgewater Wireless Systems Inc. has arranged a non-brokered private placement of up to 16,666,667 units at a price of six cents per unit for gross proceeds of up to approximately $1-million. 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 nine cents per share for a period of two years from the closing date.

In connection with the offering, the company may pay finders' fees to arm's-length finders in cash or securities, or a combination of both, as permitted by the policies of the TSX Venture Exchange.

The company expects to use the net proceeds of the offering for semiconductor design, engineering and product development related to its Spectrum Slicing prototype, 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.

"This financing is about momentum, alignment and execution," said Andrew Skafel, president and chief executive officer of Edgewater Wireless. "We are seeing increasing interest in our Spectrum Slicing technology from strategics, investors and dual-use markets, and we expect management and insider participation alongside strategic investors. The proceeds from this financing are intended to help us advance the next value-creating milestone in our product roadmap and support Edgewater's position in high-reliability, low-latency wireless connectivity."

Participation by directors, officers or other insiders of the company will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in special transactions. The company expects that any such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the insider participation will not exceed 25 per cent of the company's market capitalization, or on such other exemptions as may be available.

The offering will also be available to existing shareholders of the company, who, as of the close of business on May 31, 2026, 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 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.

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 is subject to a 15-per-cent overallotment pursuant to which the company may sell an additional 2.5 million units for aggregate gross proceeds of up to an additional $150,000 over the $1-million offering amount described herein.

About Edgewater Wireless Systems Inc.

Edgewater Wireless delivers unmatched Wi-Fi QoS -- bar none -- by intelligently mitigating congestion, allocating spectrum in real time, and autonomously optimizing channel and link density to keep networks fast, fair and reliable when performance cannot fail. The result is tangible economic value for service providers, original equipment manufacturers, enterprises and integrators: reduced churn, improved efficiency and consistently superior connectivity in dense, contested and interference-heavy environments.

We seek Safe Harbor.