EASTOWER ANNOUNCES PROPOSED PRIVATE PLACEMENT

/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.

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