- The Company did not use any finders in relation to the financing, and as such no commissions were payable.
- The successful upsizing of this non-brokered financing above market price of $0.30 CAD or a 42.86% premium to market supports a strong path forward and demonstrates underlying thematic value in both EDGE and the Defense Technology sector as a whole.
- The Company has received an additional subscription agreement in the amount of $138,930, pending receipt of funds and is anticipated to close on it in the next 2-3 business days. After the closing of this anticipated subscription, the aggregate proceeds raised will be $1,670,393.
Arlington, Virginia--(Newsfile Corp. - September 29, 2025) - Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) (FSE: Q5I) (the "Company", "edgeTI") is pleased to announce that further to its news release dated September 22, 2025, it has closed a non-brokered private placement offering pursuant to the listed issuer financing exemption (the "LIFE Offering") of 200,000 units of the Company ("Units") at a price per Unit of C$1.00 for aggregate gross proceeds of $200,000. Each Unit consisted of one subordinate voting share in the capital of the Company (an "SVS") and one SVS purchase warrant (each, a "Warrant"). Each Warrant is exercisable to acquire one additional SVS at an exercise price of C$2.00 until September 29, 2030.
Due to overwhelming interest in the Company, the Company has increased the size of its concurrent non-brokered private placement of Units (the "Non-Brokered Offering", and together with the LIFE Offering, the "Offerings") by $277,860, or 277,860 Units, and anticipates raising a total of $1,470,393 via the Non-Brokered Offering. The Company has received an additional subscription agreement in the amount of $138,930, pending receipt of funds, and is anticipated to close on it in the next 2-3 business days. After the closing of this anticipated subscription, the aggregate proceeds raised will be $1,670,393.
The Company is also pleased to announce that it has closed the first tranche of the Non-Brokered Offering raising aggregate gross proceeds of $1,331,463. The Non-Brokered Offering is completed on the same terms and conditions as the LIFE Offering with certain strategic investors. The Units issued under the Non-Brokered Offering are subject to a statutory hold period of four months from the date of issuance in accordance with applicable Canadian securities laws. The Acceleration Provision (as defined below) is not applicable to Warrants exercisable under the Non-Brokered Offering.
The Offerings were led by strategic investors aligned with the Company's long-term vision, and the Company has not paid any finder's fees in connection with the Offerings.
The Company intends to use a portion of the net proceeds of the Offerings for sales and growth programs around its "Digital Twins" technology (with costs including, but not limited to: marketing costs, partner development and commission costs and industry fees) and general working capital and corporate expenses (with costs including, but not limited to: director and officer fees, contractor and consulting fees, professional fees and general and administration expenditures). Additionally, the Company intends to use a portion of the net proceeds of the Offerings to further the Company's goals of a potential listing of the Company's securities on the NASDAQ stock exchange. Management of the Company is of the view that the potential listing would bring its valuation in line with comparable NASDAQ-listed peers, facilitating a platform for future mergers and acquisitions in the Digital Twins and defense technology sectors.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), Units under the LIFE Offering were offered for sale to purchasers resident in each of the provinces of Canada (other than Quebec) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The Units issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws. Warrants issued pursuant to the LIFE Offering are subject to an accelerated expiry date (the "Acceleration Provision") in the event the price of the SVSs on the TSX Venture Exchange exceeds C$3.00 for any ten (10) continuous trading day period at any time following four months and one day from the issuance of such Warrant (the "Acceleration Condition"), in which case the Company may, but is not required to, issue a news release announcing that the Acceleration Condition has been met, following which the Warrants will expire fourteen (14) days from the date of dissemination of such news release.
Certain related parties, as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), participated in the Non-Brokered Offering, subscribing for an aggregate of 1,192,533 Units. Such related parties are exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Units issued to such persons do not exceed 25% of the Company's market capitalization.
The Offerings remain subject to the final approval of the TSX Venture Exchange.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. persons" are as defined in Regulation S under the U.S. Securities Act.
About edgeTI
edgeTI helps customers sustain situational awareness and accelerate action with its real-time digital operations software, edgeCore that unites multiple software applications and data sources into one immersive experience called a "Digital Twin". Global enterprises, service providers, and governments are more profitable when insight and action are united to deliver fluid journeys via the platform's low-code development capability and composable operations. With edgeCore, customers can improve their margins and agility by rapidly transforming siloed systems and data across continuously evolving situations in business, technology, and cross-domain operations - helping them achieve the impossible.
Website: https://edgeti.com
LinkedIn: www.linkedin.com/company/edgeti
YouTube: www.youtube.com/user/edgetechnologies
For more information, please contact:
Nick Brigman, Corporate Secretary
Phone: 888-771-3343
Email: ir@edgeti.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains statements which constitute "forward-looking information" or "forward-looking statements" (together "forward-looking information") within the meaning of applicable Canadian and United States securities laws, including statements regarding the use of proceeds of the Offerings, the closing of the second tranche of the Non-Brokered Offering, the Company making any and all requisite filings and applications with respect to the Offerings, the receipt of all requisite approvals in respect of the Offerings, and the technical, financial and business prospects of the Company, its assets and other matters. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections, including the use of proceeds of the Offerings, expectations regarding general business, economic and public markets conditions as well as expectations concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, present and future business strategies and the environment in which the Company will operate in the future, including the price of inputs including labour costs; investor perception regarding the Offerings, the Company and its business, the ability to achieve its goals, expected costs and timelines to achieve the Company's goals; that general business and economic conditions will not change in a material adverse manner; that financing will be available if and when needed and on reasonable terms; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; the impact of value of the Canadian dollar and U.S. dollar and foreign exchange rates on costs and financial results; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in regulation; changes in customer demand; requirements for further financing; the Company may prioritize growth over short-term financial results. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Not for distribution to United States newswire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268459
SOURCE: Edge Total Intelligence Inc.
