Mr. James Barrett reports
EDGETI PROVIDES UPDATE ON INVESTOR RELATIONS AGREEMENTS AND DEBT
Edge Total Intelligence Inc.
has provided an update with respect to its investor relations engagements with Outside the Box
Capital Inc. and Creative Direct Marketing Group Inc. (CDMG), further to
its press releases dated March 30, 2023, and May 30, 2023, respectively.
As announced by the company pursuant to its press release dated March 30, 2023, the company
entered into a letter agreement with Outside the Box dated Feb. 22, 2023, pursuant to which Outside the Box will provide certain market services to the
company, which may include the preparation of certain social media and other community based-content to facilitate investor awareness and assist in broadening dissemination of the company's
news.
The Outside agreement had an initial term of six months commencing on March 27, 2023. As
consideration for the services, the company agreed to pay to Outside the Box $100,000, plus
applicable taxes. The payment was due in two instalments: (1) $50,000 was due on March
27, 2023, being the effective date of the Outside agreement; and (2)
$50,000 was due June 25, 2023, being 90 days following the effective date. As of the date
of this news release, the company has paid the initial instalment to Outside the Box. The second
instalment was postponed by production delays and is now due. The services to be provided by
Outside the Box commenced on March 27, 2023, and are expected to run until the end of Q1 of
2024.
Outside the Box is a marketing services firm based in Toronto, Ont., Canada, founded by
Jason Coles and Kelvin Coelho, that offers small- and medium-sized public companies marketing
services. Outside the Box does not have any prior relationships with the company and is an arm's-length party. To the best of the company's knowledge, other than 81,000 subordinate voting
shares of the company, Outside the Box does not hold, directly or indirectly, any securities of the
company or have any right or intent to acquire any such securities. The proposed compensation
for Outside the Box does not include any securities of the company.
As announced by the company pursuant to its press release dated May 30, 2023, the company
entered into an agreement with CDMG, pursuant to which the
company engaged CDMG to provide marketing services and to raise public awareness of the
company through a marketing campaign. The campaign consists of, but is not
limited to, the creation of e-mail series, display ads for physical and digital mediums, social media
ads, magalog, and direct publisher buys.
Pursuant to the CDMG agreement, CDMG will receive compensation from the company in the
amount of $499,088 (U.S.) for the services set out in the work order. The compensation to CDMG
is payable in four instalments. As of the date hereof, the first three payments have been made
by the company ($93,000 (U.S.) on April 10, $234,500 (U.S.) on June 29, and $87,388 (U.S.) on July 3),
and the fourth instalment of $84,000 (U.S.) is due pending review and approval of the final
campaign materials by the company. The CDMG campaign has not started yet. Upon finalization
of campaign materials, the CDMG campaign is expected to launch in February, 2024, and continue
until the end of Q1 2024.
CDMG is a full-service marketing services company based in Nashville, Tenn., United States,
founded by Craig Huey. CDMG does not have any prior relationships with the company and is an
arm's-length party. To the best of the company's knowledge, CDMG does not hold, directly or
indirectly, any securities of the company or have any right or intent to acquire any such securities.
The proposed compensation for CDMG does not include any securities of the company.
Furthermore, the company has retained Lytham Partners LLC to lead an
investor relations program.
For more than 20 years, Lytham Partners has been one of the industry's leading investor
relations firms, having created one of the largest and most diverse networks of institutional
investors, while creating a framework of best practices in all aspects of corporate and
shareholder communications.
The arm's-length investor relations consulting agreement with Lytham Partners begins with an initial three-month period and continues month-to-month
thereafter. The Lytham agreement may be terminated by either party at any time after the
initial three months upon 30 days of notice. Under the terms of the Lytham agreement, Lytham
Partners will receive a three-month cash retainer of $24,000 (U.S.), with early payment options.
Additional periods occur as successive month-to-month payments after the initial term of
$8,000 (U.S.), with eligible expenses reimbursed. No one employed with Lytham Partners owns
shares or intends to acquire shares.
Under the Lytham agreement, Lytham, during the initial term will: develop and disseminate a
Lytham corporate profile; arrange virtual non-deal meetings with a view to informing such
groups about developments in the company's business and affairs; and arrange and conduct
meetings and presentations at Lytham Partners investor conferences. Beyond the initial
term, Lytham Partners will continue the above non-deal meetings; develop and disseminate a
Lytham Partners executive interview; develop a database of investors potentially interested
in receiving information relating to Edge Total; and provide non-confidential information as
requested with disclosure guidelines.
The Lytham agreement is subject to the approval of the TSX Venture Exchange.
The company also discloses that its note held by Salem Investment Partners (the lender), which
has been reported since the qualifying transaction in December, 2021, was due on Jan. 1,
2024, with the remaining note and warrant balance of approximately $3.25-million (U.S.). The
lender and the company are working toward a solution, and the company will provide further
guidance as it becomes clear.
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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