edgeTI Increases Line of Credit with Lotus and Adds Conversion Option
March 20 2023 - 7:58AM
Edge Total Intelligence Inc. (TSXV: CTRL, OTCQB: UNFYF, FSE:
Q5i)(“edgeTI”, “We”, “Our” or the “Company”), announces that it has
amended its line of credit facility (the "Credit Facility") with
Lotus Domaine III LP ("Lotus”), an investment fund which is also a
significant shareholder of the Company.
“This amendment increases our line of credit and adds the
Company’s election to convert this debt into common shares, which
when executed will improve our debt ratio and other related metrics
as we look to reach cash-flow positive operations”, remarked Jim
Barrett, CEO of edgeTI. “The increase intends to better support
existing and new investors and prepare edgeTI for growth as we help
customers put more AI and automation technologies to work as
adoption rates are expected to grow at more than 40% year-over-year
as stated in our recent 2023 outlook release.”
The Credit Facility was entered into on June 1, 2022 and most
recently amended on March 1, 2023 (the "Amendment"). The Credit
Facility bears interest at 8% compounded monthly with a maturity
date of January 20, 2026. Pursuant to the Amendment, the Credit
Facility was increased from US$5.1 million to US$5.95 million, with
the purpose of funding investor marketing activities. The Amendment
also includes a new conversion option that allows the Company to
convert the debt owed under the Credit Facility to single voting
shares of the Company (the "Convertible Shares"), in accordance
with the rules and approval process of the TSX Venture Exchange
(the "TSXV"). The Amendment as it relates to the issuance of the
Convertible Shares and the issuance of Convertible Shares is
subject to TSXV approval.
The Convertible Share price is set to CA$0.90, in accordance
with the rules of the TSXV.
The Company has also approved the issuance of a warrant to the
Lender (the "Warrant") to purchase 75,000 single voting shares of
the Company at a price of CA$0.01. The Warrant has a cashless
exercise feature and a ten-year term.
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 maturity date, the intended use of
the increased Credit Facility, that the Company will convert the
debt to Convertible Shares, the timing of such conversion, and the
approval of 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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