Edge Total arranges $1.39-million in private placements

Mr. Jim Barrett reports EDGETI ANNOUNCES STRATEGIC FINANCING AT C$1.00 PER COMMON EQUITY WITH A C$2.00 FIVE YEAR WARRANT FINANCING ON NON-BROKERED PRIVATE PLACEMENTS OF UNITS FOR UP-TO $1.4 MILLION Edge Total Intelligence Inc. has arranged a non-brokered private placement financing (the listed issuer financing exemption offering) of up to 200,000 units of the company at a price per unit of $1, representing a significant premium to the current market price of the shares of the company, for aggregate gross proceeds of up to $200,000. Each unit shall consist of one subordinate voting share in the capital of the company and one SVS purchase warrant. Each warrant shall be exercisable to acquire one additional SVS at an exercise price of $2 for a term of 60 months from the date of issuance thereof. In addition, the company intends to complete a concurrent non-brokered private placement of 1,192,533 units at the issue price for additional gross proceeds of $1,192,533, on the same terms and conditions as the LIFE offering, with certain strategic investors. The units issued under the non-brokered offering will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable Canadian securities laws. The acceleration provision (as defined below) will not be applicable to warrants exercisable under the non-brokered offering. "This financing at a substantial premium to market is a strong endorsement of our strategy," said Jim Barrett, CEO of the company. "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. Our management, board and shareholders are united in the belief that our current valuation does not reflect our true potential. We are taking decisive steps to close that gap." The company's goals are to strengthen America's and North Atlantic Treaty Organization's defence technology capabilities across both offensive and defensive domains. Defence investor Mathew August, executive managing director of Atlas Capital Partners, echoed this view: "Sustaining a superior technological platform advantage demands bold investment in solutions that evolve at the same pace and complexity as emerging threats. This platform delivers breakthrough performance in speed, complexity, scale and survivability under the world's most demanding real-time conditions. 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." The offering is led by strategic investors aligned with the company's long-term vision, and the company does not anticipate paying any finders' fees in connection with the offering. The company intends to use a portion of the net proceeds of the offering for sales and growth programs around its digital twins technology (with costs including, but not limited to: marketing costs, partner development and commission costs, and industry fees) and general working capital and corporate expenses (with costs including, but not limited to: director and officer fees, contractor and consulting fees, professional fees, and general and administration expenditures). Additionally, the company intends to use a portion of the net proceeds of the offering to further the company's goals of a potential listing of the company's securities on Nasdaq stock exchange. Management of the company is of the view that the potential listing would bring its valuation in line with comparable Nasdaq-listed peers, facilitating a platform for future mergers and acquisitions in the digital twins and defence technology sectors. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), units under the LIFE offering will be offered for sale to purchasers resident in each of the provinces of Canada (other than Quebec) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The units issued under the listed issuer financing exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. Warrants issued pursuant to the LIFE offering are subject to an accelerated expiry date in the event the price of the SVS on the TSX Venture Exchange exceeds $3 for any 10-continuous-trading-day period at any time following four months and one day from the issuance of such warrant, in which case the company may, but is not required to, issue a news release announcing that the acceleration condition has been met, following which the warrants will expire 14 days from the date of dissemination of such news release. There is an offering document related to the LIFE offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision. The company expects certain related parties as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) to participate in the offering. Any such resulting related-party participation will be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any units issued to such persons will not exceed 25 per cent of the company's market capitalization. The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals and the submission of all required forms to the TSX Venture Exchange. About Edge Total Intelligence Inc. Edge Total helps customers sustain situational awareness and accelerate action with its real-time digital operations software, edgeCore, that unites multiple software applications and data sources into one immersive experience called a digital twin. Global enterprises, service providers and governments are more profitable when insight and action are united to deliver fluid journeys through the platform's low-code development capability and composable operations. With edgeCore, customers can improve their margins and agility by rapidly transforming siloed systems and data across continuously evolving situations in business, technology and cross-domain operations -- helping them achieve the impossible. We seek Safe Harbor.