Mr. Andrew Skafel reports

EDGEWATER WIRELESS CLOSES PRIVATE PLACEMENT WITH STRATEGIC INVESTMENT FROM SILICON CATALYST ANGELS

Silicon Catalyst Angels I LLC (SCA) has made a direct strategic investment in Edgewater Wireless Systems Inc. as part of its recently completed private placement. Edgewater chairman Brian Imrie also made an additional investment, strengthening strategic and insider alignment behind the company's next-generation Spectrum Slicing and PrismIQ road map.

SCA invested directly in the second tranche, becoming the second strategically aligned semiconductor investor to participate in the offering. Mr. Imrie participated in the offering as well, extending his long-standing financial backing of the company and reinforcing leadership's alignment with shareholders. Together, the investments add strategic capital and semiconductor expertise as Edgewater advances Spectrum Slicing and PrismIQ toward its next execution milestones of customer demonstrations and commercial engagements.

Edgewater Wireless delivers unmatched Wi-Fi QoS -- bar none -- by intelligently mitigating congestion, managing spectrum allocation in real time, and autonomously reconfiguring channel and link density -- driving economic gains for service providers and their customers through reduced churn, improved efficiency and high performance connectivity in dense environments, redefining Wi-Fi from the silicon up.

SCA's investment marks the latest expansion of Edgewater's strategic relationship with Silicon Catalyst, which began in November, 2024, when Edgewater was selected as a Silicon Catalyst portfolio company. Since joining the ecosystem, Edgewater has attracted additional Silicon Catalyst-related investor participation, welcomed Silicon Catalyst chief operating officer Nick Kepler as a board observer, gained access to more than 500 industry experts and unlocked access to several million dollars worth of in-kind design, fabrication and commercialization resources. Together, this combination of aligned capital, semiconductor expertise and global industry access strengthens Edgewater as it advances Spectrum Slicing and PrismIQ from engineering execution toward prototype validation, partner demonstrations and commercialization.

SCA's participation brings more than capital. Established in 2019 to provide seed and Series A financing to Silicon Catalyst portfolio companies, the group includes experienced semiconductor executives, technologists, company builders and investors with relationships relevant to silicon execution, strategic partnerships and future capital formation.

"Experienced semiconductor investors understand where value can be created: when differentiated technology moves into visible execution," said Andrew Skafel, president and chief executive officer of Edgewater Wireless. "SCA's direct investment is a validation of our novel approach and strengthens Edgewater's strategic investor base at an important point in our development. Together with the strategic semiconductor investor in our first close, SCA brings capital, operating insight and industry relationships as we advance Spectrum Slicing and PrismIQ toward prototype validation and partner demonstrations."

"My additional investment reflects my confidence in Edgewater's technology, team and commercial traction," said Mr. Imrie. "The company has built a strong foundation and is advancing toward milestones that can demonstrate the relevance of Spectrum Slicing across high-reliability Wi-Fi and emerging high performance applications."

Edgewater is advancing the PrismIQ platform and its next-generation Spectrum Slicing road map through engineering development, prototype validation and planned demonstrations for high-reliability Wi-Fi use and other performance-critical applications. As WiFi moves toward Wi-Fi 7 and beyond where devices have access to very wide channels, often operating in congested or partially occupied spectrum, Edgewater's approach and solution are very timely.

The financing strengthens Edgewater as it advances the PrismIQ platform and its next-generation Spectrum Slicing road map, including engineering development, prototype validation and planned demonstrations for high-reliability Wi-Fi and emerging high performance and dual-use applications. The company expects the coming period to include important engineering and ecosystem milestones as it moves from validation to execution, as the company is staging an initial product release in the first half of 2027.

Private placement details

Each unit of the private placement consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of nine cents for a period of two years from the date of issuance.

The aforementioned offering constitutes the issuance of 4,799,666 units at a price of six cents per unit for gross proceeds of $287,979.96. Mr. Imrie's participation was $96,000.

Together with the first tranche, the company has issued an aggregate of 11,955,545 units for aggregate gross proceeds of $717,332.70 under the offering.

The securities issued under the second tranche are subject to a statutory hold period until Jan. 9, 2027. The closing of the second tranche remains subject to final acceptance by the TSX Venture Exchange. The company intends 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.

Mr. Imrie's participation constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of his participation does not exceed 25 per cent of the company's market capitalization.

About Silicon Catalyst Angels I LLC

Silicon Catalyst Angels is a semiconductor-focused angel investment group connected to the broader Silicon Catalyst ecosystem. Its members include experienced semiconductor executives, company builders, technologists and investors who provide capital, industry insight and strategic relationships to promising companies across the semiconductor value chain.

About Edgewater Wireless Systems Inc.

Edgewater's patented, AI-powered (artificial intelligence) Spectrum Slicing platform -- delivered through the PrismIQ product family -- breaks the limits of legacy Wi-Fi by enabling multiple concurrent channels in a single band. Wi-Fi Spectrum Slicing delivers a 10-time improvement in performance and up with 50 per cent lower latency, even for legacy devices. With 26 patents granted and three AI-related patents pending, Edgewater's fabless model is transforming the economics of Wi-Fi for service providers, OEMs (original equipment manufacturers) and enterprises -- powering scalable, standards-aligned/leading connectivity across residential, enterprise and industrial IoT (Internet of things) markets. A Silicon Catalyst portfolio company, Edgewater is an industry pioneer in its understanding of the future of WiFi and is building the foundation for the next era of global connectivity, which the company defines as intelligent wireless.

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