Stockwatch

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

Subject: Edge Total Intelligence Inc. - request for immediate dissemination of news release Word Document File: '\\swfile\EmailIn\20231012 132618 Attachment CTRL-NR-2023-10-12.docx' 2 33930341 Not for distribution to United States newswire services or for dissemination in the United States. edgeTI Announces Conversion of Lotus Credit Facility to Shares and Termination of Credit Facility ARLINGTON, VA - October 12, 2023 - Edge Total Intelligence Inc. (TSXV: CTRL, OTCQB: UNFYF, FSE: Q5i) (the "Company" or "edgeTI") is pleased to announce that further to its press release dated June 30, 2023, the TSX Venture Exchange (the "Exchange") has approved of its debt settlement transaction with Lotus Domaine III LP (the "Lender") and that it has entered into a debt settlement agreement (the "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 January 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 (the "Credit Facility"), being US$6,185,278.79 (the "Outstanding Balance") into an aggregate of 9,109,541 subordinate voting shares in the capital of the Company ("SVS") at a deemed price per SVS of C$0.90, which such amount was calculated by converting the Outstanding Balance to Canadian dollars using a conversion rate of US$1.00 = C$1.3255, and upon such settlement, terminate the Credit Facility (the "Debt Settlement"). 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 (4) month hold period from the date of the issuance in accordance with applicable Canadian securities laws and hold periods in accordance with applicable US 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 ("MI 61-101"). 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% 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. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful. About edgeTI edgeTI helps customers sustain situational awareness and accelerate data-driven action with its real-time digital operations software, edgeCore(TM). 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(TM), 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. Website: https://edgeti.com LinkedIn: www.linkedin.com/company/edgeti YouTube: www.youtube.com/user/edgetechnologies Twitter: www.twitter.com/edge_suite For further information contact: Nick Brigman, Corporate Secretary Phone: 888-771-3343 Email: ir@edgeti.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 release. Forward Looking Statements This press release contains statements which constitute "forward-looking information" or "forward-looking statements" (together "forward-looking information") within the meaning of applicable securities laws, including statements regarding the terms of the Debt Settlement, the completion of the Debt Settlement, the issuance of the SVS in connection with the Debt Settlement and the amounts and prices thereto. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the financial situation of the Company; the intention of the Company and the Lender to complete the Debt Settlement; pre-existing debt of the Company; the Company's limited operating history; global economic risk; COVID-19's impact on the Company; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in regulation; changes in customer demand; requirements for further financing; the Company may prioritize growth over short-term financial results. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.