Edgewater Wireless Systems Announces Settlement of Debenture Interest Obligations Through Share Issuance
Edgewater Wireless Systems announced that it has successfully completed the settlement of interest obligations associated with its unsecured debentures issued on September 1, 2022 (the “Debentures”). The Company confirmed that it has resolved its requirement to pay an aggregate of $18,047.12 in accrued interest as of June 1, 2025, and $17,948.49 in accrued interest as of September 1, 2025, by issuing common shares in lieu of cash payments to the holders of these Debentures.
In accordance with the terms governing the Debentures, Edgewater Wireless has issued a total of 360,936 common shares at a deemed price of $0.05 per share and 276,124 common shares at a deemed price of $0.065 per share (collectively, the “Shares”). These Shares represent full satisfaction of the Company’s interest payment obligations for the designated periods and eliminate the outstanding debt associated with these payments. The transaction has received formal approval from the TSX Venture Exchange, ensuring compliance with all applicable regulatory standards.
Strategic Use of Equity for Debt Settlement
The decision to settle the interest owed through the issuance of common shares reinforces Edgewater Wireless’ commitment to preserving working capital while ensuring continued financial stability. By choosing to satisfy interest obligations through equity issuance rather than direct cash expenditure, the Company strengthens its balance sheet and supports ongoing operational and technological initiatives. This approach aligns with common financial strategies used by emerging growth companies seeking to optimize liquidity and invest available resources into critical areas such as research and development, commercialization efforts, and customer-focused expansion.
Equity-based debt settlement can also serve as an indicator of confidence: for both management and aligned investors, the receipt of shares suggests a long-term belief in the Company’s technology roadmap, value proposition, and potential market growth trajectory. Debenture holders accepting shares demonstrate a willingness to remain engaged stakeholders, participating in possible future valuation increases rather than settling for a short-term cash return.
Related Party Transaction Disclosure
As part of this share issuance, Edgewater Wireless noted that certain directors of the Company collectively received 121,559 Shares. As a result, the transaction qualifies as a “related party transaction” under the definition provided in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). All organizations listed on Canadian exchanges must comply with MI 61-101 when dealing with financial transactions involving insiders or individuals in a position of influence, ensuring that minority shareholders are treated fairly and transparently.
Edgewater Wireless confirmed that it is relying on specific exemptions outlined in sections 5.5(a) and 5.7(1)(a) of MI 61-101, which exempt the Company from the requirements for a formal valuation and minority shareholder approval. These exemptions apply because neither the fair market value of the Shares issued to directors nor the aggregate value of the settled debt exceeds 25% of the Company’s market capitalization. This indicates that the share issuance falls within an acceptable threshold for routine corporate financial actions and does not materially affect the Company’s ownership structure or fairness to other shareholders.
Ongoing Corporate Focus and Financial Governance
The completion of the interest settlement reflects Edgewater Wireless’ proactive approach to financial management and corporate governance. Maintaining transparent reporting practices and adhering to regulatory frameworks such as MI 61-101 are key components of sustaining investor confidence, particularly within public markets characterized by rapid technology development and competitive positioning.
This settlement also supports the Company’s broader capital management strategy. For technology companies pursuing new product development—especially in wireless systems innovation—preserving cash resources is critical to advancing milestones related to product engineering, intellectual property development, commercialization partnerships, and strategic market entry. Accordingly, the use of equity to fulfill interest obligations may help the Company prioritize funding toward operational and market-driven goals.
Positioning for Future Growth
While this announcement specifically addresses a financial matter, it also situates Edgewater Wireless for continued focus on its core mission: delivering advanced wireless technology designed to improve Wi-Fi and networking performance. As the demand for high-efficiency and multi-channel wireless connectivity grows worldwide, the Company remains committed to accelerating industry transitions and strengthening its leadership position in the evolving wireless communications market.
The successful debt settlement may signal to stakeholders that Edgewater Wireless continues to make measured decisions supporting long-term value creation. By converting interest obligations into equity and maintaining alignment with applicable securities regulations, the Company demonstrates discipline, operational integrity, and a strategic emphasis on future success.
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