Edge Total to acquire Austral's digital tech division

Mr. Jim Barrett reports 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 IN AUSTAL LTD. (ASB) OWNING 9.9 per cent OF EDGETI Austal Ltd., a global leader in shipbuilding and defence prime contracting, and Edge Total Intelligence Inc. have entered into a framework collaboration agreement, together with certain associated agreements, dated Oct. 30, 2025, under which EdgeTI proposes to acquire Austal Australia's digital technology division in an all-share transaction. Pursuant to the transaction, the acquired assets include, among other things, a planning software product focused on aviation applications, a branched LUSI solution, an enterprise asset management software suite with a focus on marine applications, and certain other branched minor software products focused on workflow and automation of Austal. The acquisition marks a strategic growth milestone for EdgeTI, expanding its defence-grade digital capabilities, increasing its operational scale, and establishing its path toward a proposed uplisting transaction to Nasdaq or New York Stock Exchange in the United States, which EdgeTI currently anticipates will occur in approximately the next 12 months. Under the definitive agreement, subject to the satisfaction of all conditions precedent, including, without limitation, the approval of the TSX Venture Exchange, EdgeTI will acquire Austal Australia's digital technology division in an all-share transaction. Upon closing of the transaction, Austal will be issued such number of subordinate voting shares in the capital of EdgeTI, being the equity securities of EdgeTI listed on the TSX-V, as is to result in Austal holding 9.9 per cent of the number of SVS issued and outstanding on a non-diluted basis following the completion of the transaction, being approximately 6.08 million SVS at a deemed price of $1 per share with no warrants issued for a deemed purchase price in respect of the transaction of approximately $6.08-million. In the event that the uplisting transaction is completed, Austal will be granted an anti-dilution adjustment, whereby Austal will be issued additional equity securities of EdgeTI, without the payment of any additional consideration, so that Austal will hold a 9.9-per-cent interest in the resulting entity following the uplisting transaction. This partnership creates a dedicated digital arm in EdgeTI to support Austal's shipbuilding mission and sovereign capability objectives in Australia and the United States. The transfer of Austal Australia's digital technology division -- including selected key software platforms, domain expertise and some long-standing customer relationships -- into EdgeTI will strengthen recurring revenue streams, broaden maritime and aerospace software offerings, and enable cross-domain adoption across U.S., Australian, North Atlantic Treaty Organization and allied defence markets. Once combined, the EdgeTI organization is poised to enhance platform scale, extend customer reach and accelerate value creation ahead of EdgeTI's proposed uplisting transaction. Paddy Gregg, chief executive officer of Austal, said, "This partnership allows EdgeTI to continue to develop its operations while supporting Austal in continuing to deliver technological capabilities to its key customers and aligns us with EdgeTI as a long-term strategic partner positioned for global growth." Jim Barrett, chief executive officer of EdgeTI, added: "We are excited to welcome the Austal digital technology team and their proven platforms into the EdgeTI family. This strategic fit merges our real-time operational software with their deep defence domain expertise to deliver an unmatched digital twin and asset management capability across air and maritime fleets. Together, we are positioned to accelerate growth, broaden our global footprint and advance our highly accretive Nasdaq uplisting strategy." Mathew August, leading defence technology investor in EdgeTI, added: "Through this transaction, EdgeTI reaffirms its commitment to building a self-sustaining, sovereign defence and enterprise technology ecosystem, combining top-tier engineering, allied technology transfer and global market access. This combined entity and the force multiplier nature of the synergies result in an incredible growth enabled platform for growth and support of our customers in their important missions." This transaction advances EdgeTI's previously announced growth strategy and positions the combined entity as a sovereign-ready digital sustainment partner for complex defence and industrial customers worldwide. Under the terms of the agreement, EdgeTI will acquire and receive branched IP and licences to develop and support three platforms. Key personnel from Austal Technology will transition to EdgeTI and will ensure continuity of service to Austal's programs and customers under a multiyear master service agreement with initial statements of work, which are expected to deliver $4.1-million (Australian) in annual recurring revenue on projected gross margin associated with the expected ARR of approximately $1.0-million (Australian), with potential additional upside pursuant to additional SOWs. Permanent ownership of the transferred software is contingent on completion of the uplisting transaction in 12 months. This transaction is subject to the satisfaction of all conditions precedent set out in the definitive agreement, including, without limitation, the approval of the Australian Securities Exchange and the TSX-V. The transaction is not a non-arm's-length party transaction, and no finders' fees are payable in connection with the transaction. No debt is being acquired by EdgeTI in connection with the transaction. About Edge Total Intelligence Inc. EdgeTI helps enterprises, service providers and governments achieve the impossible with real-time digital operations and decision intelligence solutions. Its edgeCore platform unites multiple software applications and data sources into immersive digital twins that give decision makers clarity, speed and agility across evolving situations in business, technology and cross-domain operations. We seek Safe Harbor.