Arlington, VA, USA, June 30, 2023 (GLOBE NEWSWIRE) Edge Total Intelligence Inc. (TSXV: CTRL, OTCQB: UNFYF, FSE: Q5i)(“edgeTI”, “We”, “Our” or the “Company”), is pleased to announce the settlement of debt owed by the Company to Lotus Domaine III LP (“Lotus“), an investment fund which is also a significant shareholder of the Company, under the line of credit dated June 1, 2022, as amended (the “Credit Facility“). The Company has issued an aggregate of 9,109,541 subordinate voting shares of the Company (“SVS“) at a deemed price of CA $0.90 per SVS (the “Debt Shares“) for the settlement of US $6,185,278.79, being the principal amount plus interest accrued, owed under the Credit Facility (the “Debt Settlement“).
In a news release dated March 20, 2023, the Company announced that it amended the Credit Facility to include a new conversion option that allows the Company to convert the debt owed under the Credit Facility into SVS. The Company also announced that it approved the issuance of a warrant to the Lotus (the “Warrant“) to purchase 75,000 SVS a price of CA $0.01 per SVS. The Warrant has a cashless exercise feature and a ten-year term.
All SVS issued pursuant to the Debt Settlement are subject to a statutory four (4) month hold period from the date of the issuance. Completion of the Debt Settlement is subject to receipt of all required regulatory approvals, including final acceptance by the TSX Venture Exchange.
Once the Debt Settlement is approved and the Debt Shares are issued, the Credit Facility will be extinguished.
As a result of Lotus being a control person of the Company, the Credit Facility is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from (i) the formal valuation provisions of MI 61-101 as set out in section 5.5(b) of MI 61-101 (Issuer Not Listed on Specified Markets) on the basis that the Company is a TSX Venture Exchange listed issuer and (ii) the minority approval provisions of MI 61-101 as set out in section 5.7(1)(a) of MI 61-101 (Fair Market Value Not More than 25% of Market Capitalization) on the basis that the fair market value of the Credit Facility, insofar as interested parties are involved, will not exceed 25% of the market capitalization of the Company. The disinterested directors of the Company approved the Credit Facility and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
edgeTI helps customers sustain situational awareness and accelerate data-driven action with its real-time digital operations software, edgeCore™. Global enterprises, service providers, and governments are more profitable when insight and action are united to deliver fluid experiences via the platform’s low-code development capability and compostable experiences. With edgeCore™, customers improve their margins and agility by rapidly transforming siloed systems and data across evolving, complex situations in business, technology, and cross-domain operations — helping them achieve the impossible.
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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.
Forward-Looking Information and Statements
Certain statements in this news release are forward-looking statements or information for the purposes of applicable Canadian and US securities law. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future including but not limited to statements regarding the Credit Facility terms including, the approval of the Debt Conversion by the TSXV. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, completion of due diligence by lenders, business, economic and capital market conditions. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include the continued availability of capital and financing, the impact of viruses and diseases on the Company’s ability to operate, competition and general economic, market or business conditions and the ability to obtain TSXV for the Amendments and the issuance of Convertible Shares. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.