Mr. Nick Brigman reports

EDGE TOTAL INTELLIGENCE ANNOUNCES ENTRANCE INTO INVESTOR RIGHTS AGREEMENT, AMENDMENT TO CIRCULAR, AND EXTENSION OF PROXY DEADLINE

On Sept. 23, 2026, Edge Total Intelligence Inc. and Lotus Domaine III LP entered into an investor rights agreement, pursuant to which, inter alia:

• The company agreed not to nominate or propose a slate of directors for election at any meeting of its shareholders, including the annual general and special meeting of shareholders of the company to be held on Sept. 25, 2026, that includes more than seven nominees without the prior written consent of Lotus;
• For so long as the Lotus percentage (as defined in the investor rights agreement) is at least 15 per cent, Lotus shall be entitled to designate three individuals for election or appointment to the board of directors of the company, and the board will take all reasonable and practicable action to cause such Lotus designees to be appointed to the board;
• The company agreed to file an amendment to the management information circular dated Aug. 10, 2026, proposing a slate of directors consistent with the aforementioned obligations of the company;
• For so long as the Lotus percentage (as defined in the investor rights agreement) is at least 15 per cent, Lotus will have a right to maintain its pro rata interest in the company in the event that the company commences a financing through a pre-emptive right granted by the company to Lotus; and
• For so long as the Lotus percentage (as defined in the investor rights agreement) is at least 15 per cent, Lotus will have certain demand registration rights and piggyback registration rights against the company, and certain indemnification rights against the company in connection with such demand registration or piggyback registration rights.

The Lotus nomination right and Lotus pre-emptive right will terminate upon the earlier of: (a) the completion of an initial listing of the SVS (or other equity securities of the company) on the Nasdaq Stock Market, the New York Stock Exchange, or another exchange or marketplace approved by the board by means of an effective registration statement filed by the company with the U.S. Securities and Exchange Commission, without a related underwritten offering of such SVS (or other equity securities); and (b) the company's first underwritten public offering of its SVS (or other equity securities of the company) under the U.S. Securities Act of 1933, as amended.

A copy of the investor rights agreement will be filed under the company's SEDAR+ profile.

In connection with the entry into the investor rights agreement, the company filed the amendment under its SEDAR+ profile.

Pursuant to the amendment and consistent with the terms of the investor rights agreement, the company has revised its nominees for election as directors of the company. Each of Jaci Tomek and Carolyn Hollander has advised the company that they do not intend to stand for re-election as a director of the company and will withdraw their nomination for election at the meeting. Pursuant to the amendment, the company has nominated the following individuals for election to the board of directors at the meeting: James Barrett, Seth Kay, Brian Groody, Eric Slater, Edward Mede, Ridaa Murad and Michael Sylvestri. Notwithstanding the names listed in the proxy accompanying the information circular, management proxyholders intend to vote for such revised nominees pursuant to the discretionary authority granted to the management proxyholders in the form of proxy. Further information regarding the proposed directors can be found in the amendment.

The company also clarifies in the amendment the voting thresholds applicable to the article amendment resolution (as defined in the information circular).

In light of the amendment, the company hereby extends the deadline for the submission of proxy forms by 46 hours. The completed proxy should be delivered to Endeavor Trust Corp. at 702, 777 Hornby St., Vancouver, B.C., V6Z 1S4, by 12 p.m. Eastern Time/9 a.m. Pacific Time on Sept. 25, 2026.

About Edge Total Intelligence Inc.

Edge Total provides operational intelligence software and solutions for defence, maritime, manufacturing, critical infrastructure and government organizations whose systems by design cannot be consolidated. Its edgeCore platform creates a unified, real-time operational picture and enables governed action across those systems, with approvals, controls and evidence preserved. Customer data remain in place and under the customer's control. Having attained technology readiness Level 9, Edge Total solutions have been authorized to operate and deployed in classified environments. Edge Total is headquartered in Arlington, Va., with operations in the United States, Canada, Australia and Serbia.

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