NetworkingEdgewater Wireless Announces Shareholder Approval of Amended Stock Option Plan, Results of AGM and Stock Option Grant

Edgewater Wireless Systems Inc. (TSX-V: YFI) (the “Company” or “Edgewater Wireless”) announces that its shareholders have approved the amended 10% rolling stock option plan at the annual meeting of shareholders held on November 22, 2022. Shareholders also approved: (i) setting the number of directors at three for the ensuing year; (ii) the election of Andrew Skafel, Brian Imrie and Ralph Garcea as directors of the Company; and (iii) the re-appointment of KPMG LLP as auditor of the Company for the ensuing year.

The principal amendments to the stock option plan ensure compliance with the revised Policy 4.4 of the TSX Venture Exchange (“TSXV”) and include: (i) that share capital adjustments are subject to the prior approval of the TSXV, except where they relate to share consolidations or splits; and (ii) disinterested shareholder approval is required for any extension to stock options granted to individuals that are insiders at the time of the proposed amendment.

The maximum number of common shares which may be issued under the stock option plan is 10% of the Company’s issued and outstanding share capital at the date of grant. The stock option plan has a “rolling” limit, as the number of common shares reserved for issuance pursuant to the grant of stock options will automatically increase as the Company’s issued and outstanding share capital increases. The limit includes outstanding stock options previously granted.

The Company also announces that it has granted incentive stock options to certain directors, officers and employees of the Company to acquire an aggregate of 1,540,000 common shares in the capital of the Company, in accordance with the Company’s stock option plan. The options are exercisable at a price of $0.08 for eight years from the date of grant. 100,000 of these options were granted to an Investor Relations Service Provider and, pursuant to TSXV Policy 4.4, will vest according the following vesting schedule: 25% will vest on the date that is three months from the date of issuer; 25% will vest on the date that is six months from the date of issue; 25% will vest on the date that is nine months from the date of issue; and the remaining 25% will vest on the date that is 12 months from the date of issue.

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