EdgeTI announces $7.25 million convertible debenture private placement

Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) (FSE: Q5I) announced a private placement offering of up to 7,250 convertible debenture units at US$1,000 per unit for aggregate gross proceeds of up to US$7.25 million.

Each debenture unit consists of one unsecured convertible debenture with a US$1,000 principal amount and 675 subordinate voting share purchase warrants. The debentures carry a three-year maturity with interest rates of 6% in the first year, 8% in the second year, and 10% in the third year.

The debentures will automatically convert to shares 20 trading days after the company lists on a US exchange following a merger or transaction with a US entity. The conversion price will be at a 10% discount to the five-day volume weighted average price prior to conversion.

The warrants allow holders to purchase shares at C$2.00 each for 18 months after a US listing trigger event. The company may accelerate warrant expiration to 30 days if shares trade at or above US$4.00 for 30 trading days with average daily volume of at least US$1 million.

The company engaged a broker-dealer as exclusive placement agent on a best efforts basis. Agent commissions will be up to 8% on subscriptions sourced by the agent and 4% on company-sourced subscriptions, plus a 1% management fee. The agent will receive compensation warrants representing up to 5% of underlying shares at a 25% premium to conversion price.

The offering is expected to close by the end of 2025, subject to regulatory approvals including conditional approval from the TSX Venture Exchange. Net proceeds will be used for working capital and general corporate purposes.

All securities issued will be subject to a four-month hold period under Canadian securities laws and a one-year hold period under US securities laws.

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