• EdgeTI Received Significant Investor Demand and has Upsized the Offering and Closed on $8,010,000 USD for the Private Placement of $1,000 US Convertible Debenture Units
• The Offering was Subscribed to by Investors Who Fundamentally Understand the United States of America Defense Technological Revolution Presently Underway

Vancouver, British Columbia--(Newsfile Corp. - December 15, 2025) - Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) (FSE: Q5I) ("edgeTI" or the "Company"), a global provider of real-time situational intelligence and digital twin technologies, is pleased to announce the successful closing of its convertible debenture private placement announced on December 10, 2025.

Engaging a broker-dealer firm as exclusive placement agent (the "Agent"), the Agent was able to place 8,010 units of the Company ("Debenture Units") at a price per Debenture Unit of US$1,000 for aggregate gross proceeds of US$8,010,000 (the "Offering") - exceeding the previously announced 7,250 Debenture Units.

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").

EdgeTI's Mr. Jim Barrett said: "Closing this brokered financing with a focused group of long-term aligned shareholders marks a meaningful milestone for EdgeTI. Strengthening our capital position provides us with the capital to accelerate our business development activities with the deployment of our intelligent automation solutions. With this financial support, we believe we are well positioned to advance customer adoption and continue to scale implementations of our integrated government and enterprise solutions."

Atlas Capital's Mr. Mathew August said: "We are thrilled to announce the successful closing of Edge Total Intelligence's USD$8.01MM brokered financing. This milestone underscores the strong support behind our vision and validates the momentum we are building. As we continue to execute on our strategic plan that we launched just over one year ago, we have completed three non-brokered financings and signed binding agreements on one strategic transaction:

• September 2024: C$4.25 million at C$0.40
• January 2025: ~C$5.0 million at C$0.53
• October 2025: C$1.67 million at C$1.00
• November 2025: We announced a transformational transaction with Austal Ltd. (ASX: ASB), a listed defense contractor (valued at approximately AU$2.6B), through which Austal will receive a 9.9% strategic stake in EdgeTI upon closing of the transaction."

Debenture

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.

Warrant

Each Warrant entitles 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 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.

Closing 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, 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.

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

There is no guarantee that the Company will complete the Trigger Event at all or in a timely manner. The Trigger Event will be conditional upon the Company (or the Resulting Issuer, as applicable) satisfying all listing conditions of the applicable US Exchange, and there is no guarantee that the Company (or the Resulting Issuer, as applicable) will be able to do so.

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, 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 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; 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/278113

Source: Edge Total Intelligence Inc.