EdgeTI Announces Non-Brokered Proposed Private Placement of C$10,000,000 via Convertible Debenture Units

Executive Summary

• edgeTI announced a “reasonable best efforts” private placement of up to 7,250 convertible debenture units at US $1,000 per unit for gross proceeds of up to US $7.25 million.
• Each unit consists of one $1,000 unsecured convertible debenture (36‑month term) and 675 subordinate voting share purchase warrants priced at C$2.00 per share, with conversion tied to a future U.S. exchange listing.
• Proceeds are earmarked for working capital and general corporate purposes; the offering is expected to close by year‑end 2025 pending regulatory approvals.

Key Details

• Offering Size: Up to 7,250 Debenture Units → Gross proceeds: US $7,250,000 (≈ C$10,000,000).
• Unit Composition:
• 1 × Unsecured convertible debenture, principal US $1,000.
• 675 subordinate voting share purchase warrants (SVS) at C$2.00 per warrant share.
• Debenture Terms:
• Maturity: 36 months from issuance.
• Interest: 6% p.a. year 1, 8% p.a. year 2, 10% p.a. year 3 (payable at earlier of maturity or conversion).
• Make‑whole interest: 24% non‑compounded simple interest if a “Trigger Event” occurs before conversion.
• Conversion Mechanics:
• Upon a Trigger Event (listing on a U.S. exchange and delisting from TSXV), outstanding principal, accrued interest, and make‑whole interest automatically convert into Resulting Issuer Shares 20 trading days after the listing.
• Conversion price: 10% discount to the 5‑day VWAP ending one day prior to conversion.
• Warrant Terms:
• Exercise price: C$2.00 per share (or equivalent in Resulting Issuer Shares).
• Exercisable from Trigger Event until 18 months after issuance, unless accelerated.
• Acceleration: If the Resulting Issuer’s VWAP reaches ≥ US $4.00 during a 30‑trading‑day period with average daily trading volume ≥ US $1,000,000, warrants may be exercised within 30 days thereafter.
• Agent Compensation:
• Cash commission: up to 8% on subscriptions sourced by the Agent, 4% on those sourced by edgeTI.
• Management fee: 1% of total gross proceeds.
• Additional compensation warrants: up to 5% of Resulting Issuer Shares, exercisable at a 25% premium to implied conversion price for up to 60 months.
• Closing Conditions: Expected closing by end‑2025, subject to regulatory approvals (including conditional TSXV approval).
• Use of Proceeds: Working capital and other general corporate purposes.
• Holding Periods:
• Canadian securities law: 4 months + 1 day from closing.
• U.S. securities law (if applicable): 1 year from closing.

Notable Quotes

(No direct quotes were provided in the release.)