Stockwatch

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

Subject: Edge Total Intelligence Inc. - Third Party Filings - Request for immediate dissemination of press release Word Document File: '\\swfile\EmailIn\20231018 102245 Attachment Edge - Early Warning News Release (Lotus Debt Settlement).doc' 33931870v3 33931870v3 33931870v3 FOR IMMEDIATE RELEASE This press release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. LOTUS DOMAINE III LP - EARLY WARNING REGARDING ACQUISITION OF SUBORDINATE VOTING SHARES (SVS) OF EDGE TOTAL INTELLIGENCE INC. (the "Company") Arlington, Virginia - October 12, 2023 - Pursuant to the requirements of applicable securities laws, Lotus Domaine III LP ("Lotus"), together with Mr. David Roman, the Managing Director of Lotus, each of 4533 Macarthur Blvd, Suite 5068, Newport Beach CA 92660 reports that Lotus has acquired ownership of 9,109,541 subordinate voting shares of the Company ("SVS" and the SVS issued to Lotus, the "Debt Settlement Shares") at a deemed price per Debt Settlement Share of C$0.90 and using a conversion rate of US$1.00 = C$1.3255 in settlement of an outstanding balance US$6,185,278.79 (C$8,198,587.04) pursuant to the Company's second amended and restated credit facility dated January 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' beneficial ownership of, or control or direction over, SVS increased by approximately 26.3%. 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% of the current issued and outstanding number of MVS, on a non-diluted basis; (ii) 3,513,299 SVS representing approximately 18.4% 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 or control or direction over approximately 29.1% 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% of the current issued and outstanding number of MVS, on a non-diluted basis; (ii) 12,622,840 SVS representing approximately 44.7% 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% 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' 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, Virginia 22209, United States of America. A copy of the related early warning report may be obtained from the SEDAR+ website (www.sedarplus.ca) or from Mr. Nicholas Brigman at +1-888-771-3343, or by email at ir@edgeti.com.