/NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
BOCA
RATON, Fla., Aug. 8, 2022
/CNW/ - EasTower Wireless Inc. ("EasTower" or the
"Company") (TSXV: ESTW), a US-based provider of next
generation wireless communications infrastructure specializing in
the construction, installation, and maintenance of 5G and 4G
wireless telecommunication networks, announces a proposed
non-brokered private placement (the "Offering") for gross
proceeds of up to $500,000 through
the issuance of up to 10,000,000 units (a "Unit" or
"Units") of the Company at $0.05 per Unit. Each Unit shall consist of (i)
one common share (a "Common Share" or "Common
Shares") in the capital of the Company, and (ii) one
transferable share purchase warrant (a "Warrant" or
"Warrants"), with each Warrant entitling the holder thereof
to acquire one Common Share at a price of $0.10 per share until twenty-four (24) months
following closing, subject to acceleration. The expiry date of the
Warrants may be accelerated by the Company at any time following
the four (4) month anniversary of closing and prior to the
expiry date of the Warrants if the volume weighted average price of
the Common Shares on the TSX Venture Exchange (the
"Exchange") is greater than $0.25 for any ten (10) consecutive trading days
(the "Acceleration Event"), at which time the Company
may, within ten (10) business days of the Acceleration Event,
accelerate the expiry date of the Warrants by issuing a press
release announcing the reduced warrant term whereupon the
Warrants will expire on the 20th calendar day after the date of
such press release.
The net proceeds of the Offering will be used by the Company for
working capital.
In connection with the issue and sale of the Units pursuant to
the Offering, the Company will pay registered dealers and finders
(i) a cash commission equal to 8% of the aggregate gross proceeds
under the Offering, and (ii) non-transferable compensation options
to purchase that number of Common Shares as is equal to 8% of the
number of Units sold under the Offering, at an exercise price of
$0.05 per share exercisable for a
period of twenty-four (24) months from closing.
The Offering is subject to Exchange approval and all securities
issued pursuant to the Offering will be subject to a Canadian
four-month hold period.
About EasTower Wireless
Inc.
The Company, through its wholly owned subsidiary, EasTower
Communications Inc., is a U.S. provider of wireless infrastructure
network build-out and related service within America. The Company
specializes in the construction, installation, upgrading, and
maintenance of next generation wireless infrastructure networks,
including rapidly growing 5G, current 4G and small cell deployments
as well as the least know and largest infrastructure plays in US
history, the first responder or FirstNet initiative. The Company's
diverse, top-tier customer base includes major telecom providers,
global original equipment manufacturers (OEMs), corporations and
federal government agencies. The Company is currently operating in
the State of Florida.
For more information, please visit www.eastowerwireless.com.
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 press release.
The securities offered in the Offering have not been, and
will not be, registered under the U.S. Securities Act or any U.S.
state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, United
States persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This release shall
not constitute an offer to sell or the solicitation of an offer to
buy securities in the United
States, nor shall there be any sale of these securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Certain statements contained in this press release constitute
"forward-looking information" as such term is defined in
applicable Canadian securities legislation. The words "may",
"would", "could", "should", "potential", "will", "seek",
"intend", "plan", "anticipate", "believe", "estimate", "expect" and
similar expressions as they relate to the Company, are intended
to identify forward-looking information, including, without
limitation: closing of the Offering, the size of the Offering and
the use of proceeds of the Offering. All statements other than
statements of historical fact may be forward-looking information.
Such statements reflect the Company's current views and
intentions with respect to future events, and current information
available to the Company, and are subject to certain risks,
uncertainties and assumptions. Many factors could cause the actual
results, performance or achievements that may be expressed or
implied by such forward-looking information to vary from those
described herein should one or more of these risks or uncertainties
materialize. Examples of such risk factors include, without
limitation: risks associated with existing, new or changing
governmental regulations; ability of the Company to obtain and
maintain necessary permits, licenses and approvals; ability of the
Company to obtain debt or equity financing to support its
operations; availability of funds and re-sources to pursue
operations; risks associated with debt; potential liability for
actions of employees, con-tractors and consultants; competition;
the ability to implement business strategies and pursue business
opportunities; ability to retain and attract customers; estimation
and assumption of costs associated with providing services under
master service agreements; credit risk; seasonality of demand for
the Company's services; variability of operating costs, including
fuel, equipment and contractors; risks associated with failure to
comply with applicable regulations; hazards and liability
associated with the Company's operations; ability to recruit and
retain employees and contractors; changes in the telecommunications
industry and the Company's ability to adapt; lack of sufficient
insurance coverage; risks inherent in use and retention of
subcontractors; market fluctuations (including equity, commodity,
foreign exchange and interest rate); liquidity risk; reputational
risk; capital adequacy; the general business and economic
conditions in the regions in which the Company operates; the
ability of the Company to execute on key priorities and to
attract, develop and retain key executives; cyber, privacy and
information technology-related risks; counter-party risks; risks
related to pandemics and endemics, including COVID-19; the
occurrence of natural and unnatural catastrophic events and claims
or disruptions resulting from such events; litigation risks; as
well as those risk factors discussed or referred to in the
Company's disclosure documents filed with the securities
regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should
any factor affect the Company in an unexpected manner, or should
assumptions underlying the forward-looking information prove
incorrect, the actual results or events may differ materially from
the results or events predicted. Any such forward-looking
information is expressly qualified in its entirety by this
cautionary statement. Moreover, the Company does not assume
responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of this
press release and the Company undertakes no obligation to publicly
update or revise any forward-looking information, other than as
required by applicable law.
SOURCE EasTower Wireless Inc.