EdgeTI closes $8 million convertible debenture private placement
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Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) (FSE: Q5I) completed a private placement of convertible debenture units, raising $8,010,000 USD. The company sold 8,010 units at $1,000 per unit, exceeding its initial target of 7,250 units.
Each debenture unit consists of one unsecured convertible debenture with a principal amount of $1,000 and 675 subordinate voting share purchase warrants. The debentures carry a three-year maturity with interest rates of 6% in the first year, 8% in the second year, and 10% in the third year.
The debentures will automatically convert to shares following a "trigger event," defined as the company completing a transaction with a U.S. entity that results in listing on NASDAQ or another U.S. exchange while delisting from the TSX Venture Exchange. Upon conversion, the securities will be priced at a 10% discount to the five-day volume weighted average price.
The warrants allow holders to purchase shares at C$2.00 each for 18 months after the trigger event occurs. The warrants can be accelerated to expire in 30 days if the share price averages $4.00 or more over a 30-day period with daily trading volume of at least $1 million.
EdgeTI paid the placement agent cash commissions up to 8% on subscriptions plus a 1% management fee on total proceeds. The agent will also receive compensation warrants representing up to 5% of shares underlying the debentures.
The Vancouver-based company provides real-time situational intelligence and digital twin technologies to enterprises, service providers, and governments. The securities are subject to a four-month hold period under Canadian law and a one-year hold period under U.S. securities laws.
The offering remains subject to regulatory approvals, including conditional approval from the TSX Venture Exchange.
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