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EnWave Announces Sizing of Public Offering and Concurrent Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 1, 2017) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
EnWave Corporation (TSX VENTURE:ENW)(E4U.F) ("EnWave" or the "Company") is pleased to announce that, in connection with its previously announced overnight marketed offering, a syndicate of underwriters led by Cormark Securities Inc., and including CIBC World Markets Inc., Haywood Securities Inc., Industrial Alliance Securities Inc., PI Financial Corp. and Raymond James Ltd. (collectively, the "Underwriters"), have agreed to sell up to 8,000,000 units of the Company ("Units") at a price of $1.05 per Unit (the "Issue Price") for aggregate gross proceeds of up to $8,400,000 (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a "Warrant Share") at a price equal to $1.50 for a period of 60 months following the closing of the Offering.
EnWave will shortly file an amended and restated preliminary short form prospectus with the securities commissions in all of the provinces of Canada, other than Québec, to reflect the terms of the Offering.
EnWave has granted to the Underwriters an over-allotment option to purchase up to an additional 760,000 of Units distributed in the Offering, at the Issue Price, exercisable in whole or in part at any time up to 30 days following the closing of the Offering for additional gross proceeds of $798,000.
In addition, the Company intends to complete a concurrent non-brokered private placement of up to 770,000 Units at the Issue Price for aggregate gross proceeds of up to $808,500 (the "Concurrent Private Placement"). The Units issuable pursuant to the Concurrent Private Placement will be on the same terms as those issuable pursuant to the Offering, except that they will be subject to a statutory four month hold period in accordance with applicable securities laws.
The Offering and Concurrent Private Placement are expected to close on or about November 15, 2017 and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The Company has applied to the TSXV to list the Common Shares and Warrant Shares issuable pursuant to the Offering (including in respect of the over-allotment option) and the Concurrent Private Placement. Such listing will be subject to EnWave fulfilling all of the listing requirements of the TSXV.
The net proceeds of the Offering and Concurrent Private Placement will be used in the manner as set forth in the amended and restated preliminary short form prospectus.
The Offering is being conducted in all provinces in Canada, except Québec, and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and such other jurisdictions as may be agreed upon by the Company and the Underwriters.
The Common Shares and Warrants underlying the Units 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 press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About EnWave Corporation
EnWave Corporation, a Vancouver-based advanced technology company, has developed Radiant Energy Vacuum ("REV™") - an innovative, proprietary method for the precise dehydration of organic materials. REV™ technology's commercial viability has been demonstrated and is growing rapidly across several market verticals in the food and pharmaceutical sectors. EnWave's strategy is to sign royalty-bearing commercial licenses with industry leaders in multiple verticals for the use of REV™ technology. The company has signed twenty-two royalty-bearing licenses to date, opening up eight distinct market sectors for commercialization of new and innovative products. In addition to these licenses, EnWave has formed a Limited Liability Partnership, NutraDried LLP, to develop, manufacture, market and sell all-natural cheese snack products in the United States under the Moon Cheese® brand.
EnWave has introduced REV™ as the new dehydration standard in the food and biological material sectors: faster and cheaper than freeze drying, with better end product quality than air drying or spray drying. EnWave currently has three commercial REV™ platforms:
nutraREV® which is used in the food industry to dry food products quickly and at low-cost, while maintaining high levels of nutrition, taste, texture and colour;
powderREV® which is used for the bulk dehydration of food cultures, probiotics and fine biochemicals such as enzymes below the freezing point, and
quantaREV® which is used for continuous, high-volume low-temperature drying.
An additional platform, freezeREV®, is being developed as a new method to stabilize and dehydrate biopharmaceuticals such as vaccines and antibodies. More information about EnWave is available at www.enwave.net.
EnWave Corporation
Dr. Tim Durance, President & CEO
Forward-Looking Information: This press release may contain forward-looking information based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the completion and timing of the Offering and Concurrent Private Placement and the use of proceeds from the Offering are forward-looking statements. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions, including that the Offering and the Concurrent Private Placement will not complete as expected or at all if the conditions to closing the Offering are not satisfied or waived, that the Company will use the proceeds of the Offering as currently intended and other risks applicable to the Company as disclosed in its public filings. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. EnWave does not undertake to update its forward-looking information unless required by applicable securities law. Accordingly, readers should not place undue reliance on forward-looking statements.
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.
