Mr. Nick Brigman reports

EDGETI ANNOUNCES NON-BROKERED PROPOSED PRIVATE PLACEMENT OF C$10,000,000 VIA CONVERTIBLE DEBENTURE UNITS

Edge Total Intelligence Inc. has engaged a broker-dealer firm as exclusive placement agent in connection with a reasonable best efforts private placement of up to 7,250 debenture units of the company at a price per debenture unit of $1,000 (U.S.) for aggregate gross proceeds of up to $7.25-million (U.S.).

Each debenture unit comprises: (i) one unsecured convertible debenture of the company in the principal amount of $1,000 (U.S.); and (ii) 675 subordinate voting share (SVS) purchase warrants.

The debentures will have a maturity date of three years following the date of issuance, and will accrue interest at a rate of 6.00 per cent per annum during the first year following the date of issue, 8.00 per cent per annum during the second year and 10.00 per cent per annum during the third year, payable on the earlier of the maturity date and the date of conversion. Subject to the completion of a merger, amalgamation, share exchange or other transaction involving the company and a United States-domiciled entity resulting in the SVS (or such other equity securities as the SVS may be exchanged for) being listed on the Nasdaq Stock Market or such other U.S. stock exchange as may be determined by the company and the resulting issuer (including the company) not being listed on the TSX Venture Exchange at the relevant time, the company shall pay a make whole minimum payment of 24-per-cent non-compounded simple interest payable on the earlier of maturity or conversion. For so long as the company is a Canadian entity or the Criminal Code (Canada) applies, no payment of interest or other amount at a rate which would be prohibited by law or would result in a receipt by the holder of any debenture of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) shall occur.

Following the completion of the trigger event, any accrued and unpaid principal and interest (including make-whole interest, if applicable) outstanding on the debentures shall automatically convert into resulting issuer shares 20 trading days following the listing of the resulting issuer shares on a U.S. exchange at a price per resulting issuer share equal to a 10-per-cent discount to the five-trading-day volume weighted average price of the resulting issuer shares on the U.S. exchange for the five-trading-day period ending one trading day prior to the date of conversion.

Each warrant will entitle the holder thereof to acquire one SVS in the capital of the company (or the equivalent in resulting issuer shares) at a price of $2 (Canadian) per warrant share at any time following the completion of the trigger event until the 18-month anniversary of the date of issuance subject to the acceleration as described below. At any time following the completion of the trigger event, the resulting issuer may accelerate the expiration of the warrants to 30 days following the 30 trading day volume-weighted average price of the resulting issuer shares on the U.S. exchange meeting or exceeding $4 (U.S.) by issuance of a news release provided that the average daily dollar trading volume of resulting issuer shares on the U.S. exchange during the triggering period is at least $1-million (U.S.) per trading day.

The debentures and the warrants will have fundamental transaction provisions that require the debentures or the warrants, as applicable, to become securities of the resulting issuer with the same economic terms. For avoidance of doubt, no conversion of the debentures and no exercise of the warrants shall occur at any time prior to the completion of the trigger event.

The offering is expected to close by the end of 2025, or as may otherwise be determined by the company and the agent. Closing of the offering remains subject to the company receiving all necessary regulatory approvals, including the conditional approval of the TSX-V. The net proceeds of the offering are expected to be used for working capital requirements and for other general corporate purposes.

The company has agreed to pay the agent cash commissions on the gross proceeds of the offering of up to 8 per cent on subscriptions sourced by the agent and 4 per cent on subscriptions sourced by the company, plus a 1-per-cent management fee on total gross proceeds. In addition, the agent will be issued compensation warrants representing up to 5 per cent of the resulting issuer shares underlying the debentures, exercisable at a 25-per-cent premium to the implied conversion price of the debentures following the trigger event and for up to 60 months from issuance.

All debentures and warrants issued pursuant to the offering, including any resulting issuer shares and warrant shares issuable upon the conversion or exercise thereof, will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the closing date and a hold period of one year from the closing date in accordance with applicable U.S. securities laws, if applicable.

About Edge Total Intelligence Inc.

Edge Total Intelligence helps enterprises, service providers and governments achieve the impossible with real-time digital operations and decision intelligence solutions. Its edgeCore platform unites multiple software applications and data sources into immersive digital twins that give decision-makers clarity, speed and agility across evolving situations in business, technology and cross-domain operations.

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