04:23:30 EDT Tue 14 May 2024
Enter Symbol
or Name
USA
CA



Edge Total Intelligence Inc
Symbol CTRL
Shares Issued 19,155,459
Close 2023-10-12 C$ 0.63
Market Cap C$ 12,067,939
Recent Sedar Documents

Edge Total converts Lotus credit facility to shares

2023-10-12 16:37 ET - News Release

Mr. Nick Brigman reports

EDGETI ANNOUNCES CONVERSION OF LOTUS CREDIT FACILITY TO SHARES AND TERMINATION OF CREDIT FACILITY

Further to Edge Total Intelligence Inc.'s press release dated June 30, 2023, the TSX Venture Exchange has approved of its debt settlement transaction with Lotus Domaine III LP (the lender) and it has entered into a debt settlement agreement with the lender pursuant to which the lender agreed to convert all of the amounts owing under the company's second amended and restated credit facility dated Jan. 20, 2023, with the lender, as the same was further amended pursuant to an amending agreement between the company and the lender dated effective March 1, 2023, being $6,185,278.79 (U.S.) into an aggregate of 9,109,541 subordinate voting shares (SVS) in the capital of the company at a deemed price per SVS of 90 cents, which such amount was calculated by converting the outstanding balance to Canadian dollars using a conversion rate of $1 (U.S.) to $1.3255, and upon such settlement, terminate the credit facility.

For avoidance of doubt, the company confirms that, except as otherwise disclosed herein, no warrants or other securities are issuable in connection with the debt settlement. All SVS issued pursuant to the debt settlement are subject to a statutory four-month hold period from the date of the issuance in accordance with applicable Canadian securities laws and hold periods in accordance with applicable U.S. securities laws.

The debt settlement constitutes a related party transaction of the company under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemption from the requirement to obtain a formal valuation pursuant to Section 5.5(b) of MI 61-101 as none of the securities of the company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC. In addition, the company is relying on the exemption from the requirement to obtain minority shareholder approval pursuant to Section 5.7(1)(a) of MI 61-101 as, at the time the debt settlement was agreed to, the fair market value of the debt settlement, insofar as interested parties are involved, did not exceed 25 per cent of the market capitalization of the company.

A material change report including details with respect to the related party transaction will not be filed less than 21 days prior to the closing of the debt settlement as the company did not receive prior final exchange approval and the company deemed it reasonable in the circumstances so as to be able to avail itself of potential capital restructuring opportunities and complete the debt settlement in an expeditious manner.

About Edge Total Intelligence Inc.

Edge Total helps customers sustain situational awareness and accelerate data-driven action with its real-time digital operations software, edgeCore. Global enterprises, service providers and governments are more profitable when insight and action are united to deliver fluid experiences via the platform's low-code development capability and compostable experiences. With edgeCore, customers improve their margins and agility by rapidly transforming siloed systems and data across evolving, complex situations in business, technology and cross-domain operations -- helping them achieve the impossible.

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