edgeTI Converts Credit Facility with Lotus to Shares
30 June 2023 - 9:56PM
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.
About edgeTI
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.
Website: https://edgeti.com LinkedIn:
www.linkedin.com/company/edgeti YouTube:
www.youtube.com/user/edgetechnologies Twitter:
www.twitter.com/edge_suite
For further Information contact:
Nick BrigmanPhone: 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.
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.
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