EdgeTI Announces Highly Strategic and Accretive Transaction with Austal Ltd. (ASB) by Executing Definitive Agreements to Acquire the Operations of Austal Australia's Digital Advanced Technology Division in an All Share Transaction at CAD $1.00 Resulting i

Executive Summary

• EdgeTI will acquire Austal Australia’s Digital Technology Division in an all‑share transaction, giving Austal a 9.9 % stake in EdgeTI (≈6.08 M subordinate voting shares at C$1.00 per share).
• The acquired assets include aviation planning software, LUSI solution, marine asset‑management suite and related IP, with initial Statements of Work expected to generate AUD 4.1 M of annual recurring revenue (≈AUD 1.0 M gross margin).
• The deal is tied to EdgeTI’s planned uplisting to NASDAQ/NYSE within ~12 months; Austal will receive anti‑dilution adjustments if the uplist occurs, preserving its 9.9 % ownership.

Key Details

• Transaction Structure: All‑share acquisition; no cash or warrants issued.
• Consideration to Austal: Issuance of ~6.08 M EdgeTI subordinate voting shares at a deemed price of C$1.00 per share, representing 9.9 % of EdgeTI on a non‑diluted basis (≈C$6.08 M).
• Anti‑Dilution Provision: If EdgeTI completes its NASDAQ/NYSE uplisting within ~12 months, Austal will receive additional shares to maintain the 9.9 % stake.
• Assets Acquired:
• Planning software product for aviation applications.
• Branched LUSI solution.
• Enterprise asset‑management suite focused on marine applications.
• Additional minor workflow and automation software products.
• Initial Revenue Impact: Master Services Agreement (MSA) with Austal to deliver initial Statements of Work (SOWs) valued at AUD 4.1 M ARR, with an estimated gross margin of AUD 1.0 M.
• Growth Outlook: Potential additional SOWs could raise monthly revenues to approximately AUD 840 k by year‑end 2026.
• Strategic Rationale:
• Establish EdgeTI’s Western Australia subsidiary in Perth to retain key Austal personnel and expand defence‑grade digital capabilities.
• Transfer and license proprietary software assets to EdgeTI for further commercialization across maritime, naval, air‑force and broader defence markets.
• Create a dedicated digital arm supporting Austal’s shipbuilding mission and sovereign‑capability objectives in Australia and the United States.
• Conditions Precedent: Approval by the TSX Venture Exchange (TSXV) and Australian Securities Exchange; satisfaction of all other closing conditions.
• No Debt or Finder’s Fees: Transaction does not involve debt assumption or finder’s fees.

Notable Quotes

• Paddy Gregg, CEO – Austal Limited: “This partnership allows EdgeTI to continue to develop its operations while supporting Austal in delivering technological capabilities to our key customers and aligns us with EdgeTI as a long‑term strategic partner positioned for global growth.”
• Jim Barrett, CEO – EdgeTI: “We are excited to welcome the Austal Digital Technology team… Together, we are positioned to accelerate growth, broaden our global footprint and advance our highly accretive NASDAQ uplisting strategy.”

Materiality Assessment: Material – Positive (significant equity exchange, revenue‑generating assets, and strategic impact on both companies).