EdgeTI Announces Non-Brokered Proposed Private Placement of C$10,000,000 via Convertible Debenture Units

Core Viewpoint - Edge Total Intelligence Inc. is conducting a private placement of up to 7,250 debenture units, aiming for gross proceeds of up to US$7,250,000 [1][7] Offering Details - Each debenture unit consists of one unsecured convertible debenture of US$1,000 and 675 subordinate voting share purchase warrants [2] - The debentures will mature in three years, with interest rates of 6.00% in the first year, 8.00% in the second year, and 10.00% in the third year [3] - A make whole minimum payment of 24% non-compounded simple interest will be paid if a trigger event occurs, such as a merger resulting in shares being listed on a US exchange [3][4] Conversion and Warrant Features - Upon completion of a trigger event, accrued principal and interest will convert into shares at a 10% discount to the volume-weighted average price [4] - Each warrant allows the holder to acquire one subordinate voting share at C$2.00, with an acceleration clause if the share price exceeds US$4.00 [5] Financial Arrangements - The company will pay the agent cash commissions of up to 8% on sourced subscriptions and a 1% management fee on total gross proceeds [9] - Compensation warrants will be issued to the agent, representing up to 5% of the resulting issuer shares [9] Regulatory and Closing Information - The offering is expected to close by the end of 2025, subject to regulatory approvals, including conditional approval from the TSXV [7] - All issued debentures and warrants will be subject to a hold period under Canadian and US securities laws [10]