Edge Total arranges $1.39-million in private placements

Executive Summary

• Edge Total Intelligence Inc. announced a non-brokered private placement financing of up to $1.4 million CAD, consisting of two tranches: a LIFE offering of up to 200,000 units and a concurrent offering to strategic investors of 1,192,533 units.
• The units are priced at $1.00 CAD per unit, with each unit comprising one subordinate voting share and one five-year warrant exercisable at $2.00 CAD per share.
• The company intends to use the net proceeds for sales and growth programs related to its digital twins technology, general working capital, and to facilitate a potential listing on the Nasdaq stock exchange.

Key Details

• Total Gross Proceeds: Up to $1,400,000 CAD ($200,000 from the LIFE offering + $1,192,533 from the strategic investor offering).
• Price Per Unit: $1.00 CAD.
• Unit Composition: Each unit consists of one subordinate voting share (SVS) and one SVS purchase warrant.
• Warrant Terms:
  • Exercise Price: $2.00 CAD per share.
  • Term: 60 months (5 years) from issuance.
  • Acceleration Clause: Warrants from the LIFE offering expire 14 days after a news release if the SVS price on the TSX Venture Exchange exceeds $3.00 for any 10 consecutive trading days, occurring 4 months and 1 day after issuance.
• Hold Periods:
  • Strategic Investor Offering: Subject to a statutory 4-month hold period under Canadian securities laws.
  • LIFE Offering: No hold period applies under the listed issuer financing exemption.
• Use of Proceeds:
  • Sales and growth programs for digital twins technology (marketing, partner development, commissions, industry fees).
  • General working capital and corporate expenses (D&O fees, contractor/consulting fees, professional fees, G&A).
  • Facilitating a potential Nasdaq listing to align valuation with peers and enable future M&A in digital twins and defense tech.
• Regulatory Context: Offered under the listed issuer financing exemption (Part 5A of NI 45-106) for residents of Canada (excluding Quebec). Related party participation is exempt from formal valuation and shareholder approval requirements as fair market value will not exceed 25% of market capitalization.
• No Finders' Fees: The company does not anticipate paying finders' fees for this non-brokered offering.

Notable Quotes

• Jim Barrett, CEO: "This financing at a substantial premium to market is a strong endorsement of our strategy... We are executing on our goals to a listing on the Nasdaq, where we will use edgeTI as a platform for strategic acquisitions in a sector experiencing unprecedented growth."
• Mathew August, Executive Managing Director, Atlas Capital Partners: "Sustaining a superior technological platform advantage demands bold investment in solutions that evolve at the same pace and complexity as emerging threats... Their agility in moving fast and solving tough operational problems is exactly what the U.S. and its allies need to stay ahead in the joint domain command and control environment."