Arlington, Virginia--(Newsfile Corp. - January 14, 2025) - Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) FSE: Q5i) (the "Company", "edgeTI") is pleased to announce a non-brokered private placement financing (the "Offering") of up to 9,433,000 units of the Company ("Units") at a price per Unit of C$0.53 for aggregate gross proceeds of up to approximately $4,999,490. Each Unit shall consist of one subordinate voting share in the capital of the Company (an "SVS") and one half of one SVS purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one additional SVS at an exercise price of C$0.67 for a term of 24 months from the date of issuance thereof, subject to earlier expiry in the event the price of the SVSs on the TSX Venture Exchange exceeds C$1.00 for any ten (10) continuous trading day period at any time following four months and one day from the issuance of such Warrant (the "Acceleration Condition"), 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 fourteen (14) days from the date of dissemination of such news release.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), Units under the 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 "Listed Issuer Financing Exemption"). The securities issued under pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.edgeti.com. Prospective investors should read this offering document before making an investment decision.
The Company intends to use 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).
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.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company is also pleased to announce has entered into a financial advisory agreement with Roth Canada, Inc. ("Roth") dated January 10, 2025, whereby Roth will be providing the Company with strategic advisory services. Pursuant to this advisory agreement, Roth will be paid a cash fee of $125,000.
About edgeTI
edgeTI 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 via 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.
Website: https://edgeti.com
LinkedIn: www.linkedin.com/company/edgeti
YouTube: www.youtube.com/user/edgetechnologies
For more information, please contact:
Nick Brigman, Corporate Secretary
Phone: 888-771-3343
Email: ir@edgeti.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This press release contains statements which constitute "forward-looking information" or "forward-looking statements" (together "forward-looking information") within the meaning of applicable securities laws, including statements the terms and completion of the Offering, timing of completion of the Offering, the use of proceeds of the Offering, the Company making any and all requisite filings and applications with respect to the Offering, the receipt of all requisite approvals in respect of the Offering, and the technical, financial and business prospects of the Company, its assets and other matters. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections, including expectations regarding the terms and completion of the Offering, the use of proceeds of the Offering, the receipt of regulatory and stock exchange approval in respect of the Offering, expectations regarding general business, economic and public markets conditions as well as expectations concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, present and future business strategies and the environment in which the Company will operate in the future, including the price of inputs including labour costs; investor interest in the Offering; investor perception regarding the Offering, the Company and its business, the ability to achieve its goals, expected costs and timelines to achieve the Company's goals; that general business and economic conditions will not change in a material adverse manner; that financing will be available if and when needed and on reasonable terms; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in regulation; changes in customer demand; requirements for further financing; the Company may prioritize growth over short-term financial results. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/237235
SOURCE: Edge Total Intelligence Inc.
