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

• $10,000,000 Million CAD Private Placement Prices $1,000 US Convertible Debenture Units

• The Unit Features a Debentures Certificate with a Duration of 36 Months that Automatically Converts into Resulting Issuer Shares Twenty (20) Trading Days Following the Uplisting

• The Unit Also Features a Purchase Warrant Certificate for 675 shares at C$2.00 per Share for a Duration of 18-Months with an Acceleration Exercise Price of $4.00 USD and Volume Trading

Vancouver, British Columbia–(Newsfile Corp. – December 10, 2025) – Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) (FSE: Q5I) (“edgeTI”

or the “Company“), is pleased to announce that it has engaged a broker-dealer firm as exclusive placement agent (the “Agent“) in connection with a “reasonable best efforts” private placement of up to 7,250 debenture units of the Company (“Debenture Units“) at a price per Debenture Unit of US$1,000 for aggregate gross proceeds of up to US$7,250,000 (the “Offering“).

Each Debenture Unit is comprised of: (i) one (1) unsecured convertible debenture of the Company (each, a “Debenture“) in the principal amount of US$1,000; and (ii) 675 subordinate voting share (“SVS“) purchase warrants (each, a “Warrant“).

The Debentures will have a maturity date of three years following the date of issuance (the “Maturity Date“) and will accrue interest (“Interest“) at a rate of 6.00% per annum during the first year following the date of issue, 8.00% per annum during the second year, and 10.00% per annum during the third year, payable on the earlier of the Maturity Date and the date of conversion. Subject to the completion of a merger, amalgamation, share exchange or other transaction involving the Company and a US domiciled entity (the surviving entity from such transaction, the “Resulting Issuer“) resulting in the SVS (or such other equity securities as the SVS may be exchanged for) (the “Resulting Issuer Shares“) being listed on the NASDAQ or such other US stock exchange as may be determined by the Company (a “US Exchange“) and the Resulting Issuer (including the Company) not being listed on the TSX Venture Exchange (the “TSXV“) at the relevant time (the “Trigger Event“), the Company shall pay a make whole minimum payment of 24% non-compounded simple interest (“Make Whole Interest“) payable on the earlier of maturity or conversion. For so long as the Company is a Canadian entity or the Criminal Code (Canada) applies, no payment of interest or other amount at a rate which would be prohibited by law or would result in a receipt by the holder of any Debenture of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) shall occur.

Following the completion of the Trigger Event, any accrued and unpaid principal and Interest (including Make Whole Interest, if applicable) outstanding on the Debentures shall automatically convert into Resulting Issuer Shares twenty (20) trading days following the listing of the Resulting Issuer Shares on a US Exchange at a price per Resulting Issuer Share equal to a 10% discount to the 5 trading day volume weighted average price of the Resulting Issuer Shares on the US Exchange for the 5 trading day period ending one trading day prior to the date of conversion.

Each Warrant will entitle the holder thereof to acquire one (1) SVS in the capital of the Company (or the equivalent in Resulting Issuer Shares) (each, a “Warrant Share“) at a price of C$2.00 per Warrant Share at any time following the completion of the Trigger Event until the eighteen month anniversary of the date of issuance subject to the acceleration as described below. At any time following the completion of the Trigger Event, the Resulting Issuer may accelerate the expiration of the Warrants to 30 days following the 30 trading day volume-weighted average price (the “Triggering Period“) of the Resulting Issuer Shares on the US Exchange meeting or exceeding US$4.00 by issuance of a press release provided that the average daily dollar trading volume of Resulting Issuer Shares on the US Exchange during the Triggering Period is at least US $1,000,000 per trading day.

The Debentures and the Warrants will have fundamental transaction provisions that require the Debentures or the Warrants, as applicable, to become securities of the Resulting Issuer with the same economic terms. For avoidance of doubt, no conversion of the Debentures and no exercise of the Warrants shall occur at any time prior to the completion of the Trigger Event.

The Offering is expected to close by the end of 2025, or as may otherwise be determined by the Company and the Agent. Closing of the Offering remains subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSXV. The net proceeds of the Offering are expected to be used for working capital requirements and for other general corporate purposes.

The Company has agreed to pay the Agent cash commissions on the gross proceeds of the Offering of up to 8% on subscriptions sourced by the Agent and 4% on subscriptions sourced by the Company, plus a 1% management fee on total gross proceeds. In addition, the Agent will be issued compensation warrants representing up to 5% of the Resulting Issuer Shares underlying the Debentures, exercisable at a 25% premium to the implied conversion price of the Debentures following the Trigger Event and for up to 60 months from issuance.

All Debentures and Warrants issued pursuant to the Offering, including any Resulting Issuer Shares and Warrant Shares issuable upon the conversion or exercise thereof, will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the closing date and a hold period of one year from the closing date in accordance with applicable US securities laws, if applicable.

The Warrants and Debentures described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is for informational purposes only and does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

For public company information, please contact:

About edgeTI

edgeTI helps enterprises, service providers, and governments achieve the impossible with real-time digital operations and decision intelligence solutions. Its edgeCore platform unites multiple software applications and data sources into immersive digital twins that give decision-makers clarity, speed, and agility across evolving situations in business, technology, and cross-domain operations.

Website: https://edgeti.com
LinkedIn: www.linkedin.com/company/edgeti
YouTube: www.youtube.com/user/edgetechnologies

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that constitute “forward-looking statements” Under applicable Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this news release include, among others, statements relating to expectations regarding the anticipated use of proceeds from the Offering, the terms of the Offering and the anticipated completion date, completion of the Trigger Event and the timing thereof, including whether the Company will be able to obtain all necessary regulatory approvals in connection therewith, anticipated regulatory approvals and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the risk that the Offering will not be completed on the terms or timeline anticipated or at all; the Company may not obtain all required regulatory approvals for the Offering, including that of the TSXV; the Company may not be able to use the proceeds of the Offering as anticipated; the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions; compliance with extensive government regulation; the Company may not be able to complete the Trigger Event within a timely manner or at all; the Company may not obtain all necessary regulatory, third party and shareholder approvals in respect of the Trigger Event and the Offering; domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277648