18:53:11 EDT Mon 13 May 2024
Enter Symbol
or Name
USA
CA



Edge Total Intelligence Inc
Symbol CTRL
Shares Issued 19,155,459
Close 2023-10-17 C$ 0.62
Market Cap C$ 11,876,385
Recent Sedar Documents

Edge Total investor Lotus acquires 9.1M voting shares

2023-10-18 13:30 ET - News Release

Mr. Nick Brigman reports

LOTUS DOMAINE III LP - EARLY WARNING REGARDING ACQUISITION OF SUBORDINATE VOTING SHARES (SVS) OF EDGE TOTAL INTELLIGENCE INC. (the "Company")

Pursuant to the requirements of applicable securities laws, Lotus Domaine III LP, together with David Roman, the managing director of Lotus, has acquired ownership of 9,109,541 subordinate voting shares of Edge Total Intelligence Inc. (SVS and the SVS issued to Lotus, the debt settlement shares) at a deemed price per debt settlement share of 90 cents and using a conversion rate of $1 (U.S.) per $1.3255 in settlement of an outstanding balance of $6,185,278.79 (U.S.) ($8,198,587.04) pursuant to the company's second amended and restated credit facility dated Jan. 20, 2023, with Lotus, as the same was further amended pursuant to an amending agreement between the company and Lotus dated effective March 1, 2023. As a result of the issuance of the debt settlement shares, Lotus's beneficial ownership of, or control or direction over, SVS increased by approximately 26.3 per cent.

Immediately prior to the issuance of the debt settlement shares, Lotus held beneficial ownership of, or control or direction over: (i) 9,787 multiple voting shares of the company (MVS), representing approximately 36.8 per cent of the current issued and outstanding number of MVS, on a non-diluted basis; (ii) 3,513,299 SVS, representing approximately 18.4 per cent of the then current issued and outstanding number of SVS; and (iii) no other securities of the company. Each MVS entitles the holder thereof to convert such MVS into 1,000 SVS at any time for no additional consideration, subject to certain conditions. The holders of MVS are entitled to one vote in respect of each SVS into which such MVS could be converted, and as such the MVS do not hold voting rights that are superior to the holders of SVS, on an as converted to SVS basis. The rights of holders of MVS to convert such shares into SVS will be subject to the company preserving foreign private issuer status.

Accordingly, immediately prior to the issuance of the debt settlement shares, assuming the conversion of all of the MVS into SVS, Lotus held beneficial ownership of or control or direction over approximately 29.1 per cent of the issued and outstanding number of SVS (assuming only the conversion of the MVS and no other convertible securities of the company).

Immediately following the issuance of the debt settlement shares, Lotus held beneficial ownership of, or control or direction over: (i) 9,787 MVS, representing approximately 36.8 per cent of the current issued and outstanding number of MVS, on a non-diluted basis; (ii) 12,622,840 SVS, representing approximately 44.7 per cent of the current issued and outstanding number of SVS; and (iii) no other securities of the company. Additionally, immediately following the issuance of the debt settlement shares, assuming the conversion of all of the MVS into SVS, Lotus held beneficial ownership or control or direction over approximately 40.8 per cent of the issued and outstanding number of SVS (assuming only the conversion of the MVS and no other convertible securities of the company).

The holdings in securities of the company by Lotus are for investment purposes. Lotus may in the future take such actions in respect of its holdings in the company as Lotus may deem appropriate in light of the circumstances then existing, including the acquisition of additional securities of the company through open market purchases or privately negotiated transactions or the sale of all or a portion of Lotus's holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law. The company is located at 1501 Lee Hwy, suite 301, Arlington, Va., 22209, United States. A copy of the related early warning report may be obtained from the SEDAR+ website or from Nicholas Brigman at 1-888-771-3343, or by e-mail at ir@edgeti.com.

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