Edgewater Wireless Announces Private Placement Financing

Edgewater Wireless Systems Inc. (YFI; TSX.V)(OTCQB: KPIFF) (the
“Company”) announces an offering on a non-brokered private placement
basis of units comprising one common share and one-half share purchase
warrant of the Company (each a “Unit”) for total proceeds of up
to $1,500,000 (the “Offering”). The Units will be issued at a
price of $0.10 per Unit.

Each full share purchase warrant will entitle the holder to purchase one
additional common share of the Company for a period of twenty-four
months following closing of the Offering upon payment of $0.20 per full
Warrant. The Offering is not subject to any minimum aggregate
subscription.

This Offering is available to subscribers under available prospectus
exemptions as more specifically described in the Subscription Agreement.

The Offering will also be available to existing shareholders of the
Company, who, as of the close of business on May 1, 2019, 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”). 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.

Finder’s fees of 7% of the gross proceeds of the Offering may be payable
in cash. In addition, finders may receive share purchase warrants (the “Finder’s
Warrants”) entitling them to purchase that number of common shares
of the Company which is equal to 7% of the total number of units
purchased by subscribers introduced to the Company such finders,
exercisable for two years from the closing of the Offering at a price of
$0.20 per common share, all in accordance with the policies of the TSXV.

The common shares issued in connection with the Offering and any common
shares purchased on the exercise of warrants will be subject to a four
month hold period from the closing of the Offering.

The Offering is subject to TSXV acceptance. It is intended that the
maximum proceeds of $1,500,000 from the Offering will be used for:
Operating Expenses, including those relating to expanding the Company’s
product footprint into the global residential WiFi sector and growing
its sales and marketing teams (8%); business development and marketing
expenses for systematic prospect outreach and industry visibility (23%);
Engineering and Product Development (53%) and Working Capital (25%). The
Company may reallocate the proceeds from the Offering as may be required
depending upon the development of the Company’s business.

Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.

The securities offered have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or applicable
exemption from the registration requirements. This news release does not
constitute an offer to sell or the solicitation of any offer to buy nor
will there be any sale of these securities in any province, state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such province, state or jurisdiction.

This document contains certain forward-looking information and
forward-looking statements within the meaning of applicable securities
legislation (collectively “forward-looking statements”). The use of the
word “will”, “intended” and similar expressions are intended to identify
forward-looking statements. These statements involve known and unknown
risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking statements. Such forward-looking statements should not
be unduly relied upon. This document contains forward-looking statements
and assumptions pertaining to the following: the Offering; the
completion of the Offering; and the use of proceeds from the Offering.
Actual results achieved may vary from the information provided herein as
a result of numerous known and unknown risks and uncertainties and other
factors. The Company believes the expectations reflected in those
forward-looking statements are reasonable, but no assurance can be given
that these expectations will prove to be correct.

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