EdgeTI Announces Closing of Over Subscribed $8,010,000 USD Private Placement Convertible Debenture Units

Executive Summary

• Edge Total Intelligence Inc. closed a private placement of 8,010 convertible debenture units at US $1,000 each, raising US $8.01 million—exceeding the originally announced 7,250 units.
• Each unit consists of one unsecured US $1,000 convertible debenture and 675 subordinate voting‑share purchase warrants (price C$2.00 per warrant).
• The proceeds will be used for working capital and general corporate purposes; the financing includes tiered interest rates (6%/8%/10%) and conversion mechanics tied to a future US exchange listing.

Key Details

• Offering Size: 8,010 units @ US $1,000 per unit = US $8,010,000 gross proceeds.
• Unit Composition:
• 1 unsecured convertible debenture (principal US $1,000).
• 675 subordinate voting‑share purchase warrants (exercise price C$2.00 per share).
• Interest Schedule:
• Year 1 – 6.0% p.a.
• Year 2 – 8.0% p.a.
• Year 3 – 10.0% p.a., payable at earlier of maturity or conversion.
• Maturity: 3 years from issuance; convertible upon a “Trigger Event” (listing on a US exchange and delisting from TSXV).
• Make‑Whole Provision: 24% non‑compounded simple interest payable if Trigger Event occurs before maturity.
• Conversion Terms: Upon Trigger Event, outstanding principal + accrued interest converts to Resulting Issuer Shares 20 trading days after listing, at a 10% discount to the VWAP of the prior five trading days.
• Warrant Terms:
• Exercise price C$2.00 per share.
• exercisable after Trigger Event until 18 months from issuance, unless accelerated (30‑day window) when US‑exchange price ≥ US $4.00 with average daily volume ≥ US $1 million.
• Agent Compensation: Up to 8% cash commission on subscriptions sourced by the agent plus a 1% management fee on total gross proceeds; additional compensation warrants up to 5% of Resulting Issuer Shares at a 25% premium to implied conversion price, exercisable for up to 60 months.
• Hold Periods:
• Canadian securities laws – 4 months + 1 day from closing.
• U.S. securities laws – 1 year from closing (if applicable).
• Use of Proceeds: Working capital and general corporate purposes.
• Regulatory Conditions: Closing subject to receipt of all required regulatory approvals, including conditional TSXV approval.

Notable Quotes

• Jim Barrett, EdgeTI: “Closing this brokered financing … strengthens our capital position and accelerates business development activities for our intelligent automation solutions.”
• Mathew August, Atlas Capital: “This milestone underscores the strong support behind our vision and validates the momentum we are building.”