EnWave Corporation Announces Closing of Fully Subscribed $3 Million LIFE Offering

EnWave Corporation (TSX-V:ENW | FSE:E4U) (“EnWave”, or the “Company”) is pleased to announce that it has closed its fully subscribed private placement offering (the “Offering”) of common shares of the Company (the “Shares”). The Company raised aggregate gross proceeds of $3,000,000 through the issuance of 7,500,000 Shares at a price of C$0.40 per Share (the “Issue Price”).

Clarus Securities Inc. (“Clarus”) acted as lead agent and sole bookrunner for the brokered component of the Offering comprised of 6,125,000 Shares, pursuant to an agency agreement entered into by Clarus and the Company dated as of August 21, 2025. The Company also completed a non-brokered component of the Offering in respect of 1,375,000 Shares. The Offering was conducted pursuant to the listed issuer financing exemption in accordance with Part 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (together, the “Listed Issuer Financing Exemption”), in each province of Canada.  A French translation of the offering document related to the Offering was filed under the Company’s issuer profile at www.sedarplus.ca and posted to the Company’s website at www.enwave.net on August 19, 2025, in order to extend the non-brokered component of the Offering to Québec purchasers.

By reason of the Offering being completed pursuant to the Listed Issuer Financing Exemption, the Shares issued and sold under the Offering are not subject to a “hold period” pursuant to applicable Canadian securities laws, except that in accordance with applicable policies of the TSX Venture Exchange (the “Exchange”), a four-month hold period expiring on December 22, 2025 will apply to all directors and officers of the Company receiving Shares pursuant to the Offering.

Clarus received a cash commission of $134,750 and 336,875 non-transferrable compensation options (the “Compensation Options”) in respect of the brokered component of the Offering. Each Compensation Option entitles the holder thereof to acquire one Share (the “Compensation Option Shares”) at the Issue Price for a period of 24 months from the closing date of the Offering. The Compensation Options and the Compensation Option Shares are subject to a four-month hold period pursuant to Canadian securities laws.

The Company intends to use the net proceeds from Offering to build two large-scale (60kW-120kW) Radiant Energy Vacuum (“REV™”) dehydration machines. The manufacturing and fabrication process to produce large-scale REV™ equipment takes approximately six months to complete. This investment is designed to ensure faster order fulfillment and support prospective future REV™ machine demand as EnWave’s pipeline continues to expand.

The Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as certain directors and senior officers of the Company participated in the Offering to subscribe for an aggregate 212,500 Shares. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Offering as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves related parties, exceeds 25% of the Company’s market capitalization (as determined in accordance with MI 61-101). The Company did not file a material change report 21 days prior to the expected closing date of the Offering as the details of the related parties’ participation in the Offering had not been finalized at the time. The Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an 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 securities in any State in which such offer, solicitation or sale would be unlawful.

エンウェーブについて

EnWave社は、真空マイクロ波脱水の革新と応用の世界的リーダーです。EnWave社は、BC州デルタに本社を置き、強固な知的財産ポートフォリオを開発し、放射エネルギー真空(REV™)技術を完成させ、革新的なアイデアを、食品、製薬、大麻産業用の、実績のある、一貫した、拡張可能な乾燥ソリューションに変えました。

With more than fifty partners spanning twenty-four countries and five continents, EnWave’s licensed partners are creating profitable, never-before-seen snacks and ingredients, improving the quality and consistency of their existing offerings, running leaner and getting to market faster with the company’s patented technology, licensed machinery, and expert guidance.

エンウェーブの戦略は、凍結乾燥、ラック乾燥、風乾よりも、より良く、より速く、より経済的に乾燥させ、エキサイティングな新製品を生産し、最適な水分レベルに最大7倍速く到達し、製品の味、食感、色、栄養価を向上させるという次のようなメリットを享受したいと考える食品製造業者と、ロイヤリティを伴う商業ライセンスを締結することである。

詳しくはEnWave.netをご覧ください。

エンウェーブ・コーポレーション

ブレント・チャールトン CFA

社長兼CEO

詳細はこちら：

ブレント・チャールトン、CFA、社長兼CEO、電話：+1 (778) 378-9616
E-mail:bcharleton@enwave.net      

ディラン・マレイ、CPA、CFO、電話：+1 (778) 870-0729
E-mail:dmurray@enwave.net  

Forward-Looking Information: This news release contains forward-looking information that address management’s expectations or projections about future matters. Statements that include words such as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words constitute forward-looking information. Forward-looking statements in this news release include those concerning the use of proceeds of the Offering and the manufacturing and fabrication timeline to produce large-scale REV™ equipment. These statements are based on the current opinions and expectations of management and are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions, including that the Company may, for business reasons, need to use proceeds of the Offering for other purposes, that the expected benefits of the Offering may not be realized, and other risks identified in the Company’s public filings . Although the Company has attempted to identify important factors that could cause actual results to differ materially as described in more detail in the Company’s filings available at www.sedarplus.ca, 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. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any obligation, except as required by applicable laws, to update or revise any forward-looking information.

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