EdgeTI Successfully Upsizes and Closes the First Tranche of Non-Brokered Financings for Approximately $1.53MM CAD at $1.00 per Common Share and One Common Share Purchase Warrant at $2.00 for a Term of Five Years

Executive Summary

• Edge Total Intelligence Inc. closed a non‑brokered private placement of 200,000 units at C$1.00 per unit, generating C$200,000 in gross proceeds.
• The company upsized the concurrent non‑brokered offering by an additional 277,860 units, expects total aggregate proceeds of C$1,670,393 after pending subscriptions close.
• Proceeds will fund “Digital Twins” sales and growth programs, general working capital, and support a potential NASDAQ listing.

Key Details

• Units sold: 200,000 (LIFE Offering) + 277,860 (Non‑Brokered Offering) = 477,860 units initially; additional subscription agreement for C$138,930 pending.
• Pricing: C$1.00 per unit – a 42.86 % premium to market price of C$0.30 CAD.
• Composition of each Unit: 1 Subordinate Voting Share (SVS) + 1 SVS purchase warrant (exercisable at C$2.00 until 29 Sep 2030).
• Gross proceeds:
• LIFE Offering: C$200,000
• First tranche of Non‑Brokered Offering: C$1,331,463
• Expected total after pending subscription: C$1,670,393
• Hold period: Units from the Non‑Brokered Offering subject to a statutory four‑month hold; LIFE Offering units not subject to hold.
• Acceleration provision: Not applicable to warrants issued under the Non‑Brokered Offering; LIFE Offering warrants may accelerate expiry if SVS price exceeds C$3.00 for ten consecutive trading days after the initial hold period.
• Use of proceeds:
• Marketing, partner development, industry fees for “Digital Twins” technology.
• General working capital and corporate expenses (director/officer fees, consulting, professional services).
• Funding activities toward a potential NASDAQ listing to align valuation with peers and enable future M&A.
• Related‑party participation: 1,192,533 units subscribed by related parties (≤25 % of market cap), exempt from certain valuation/shareholder approval requirements.
• Regulatory notes: Offerings remain subject to final TSX Venture Exchange approval; securities not registered in the U.S. and may not be offered there.

Notable Quotes

(No direct CEO/President quotes were included in the release.)