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Edge Total Intelligence Inc
Symbol	CTRL
Shares Issued	28,265,000
Close 2024-01-12	C$ 0.58
Market Cap	C$ 16,393,700
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Edge Total hires Lytham for IR services

2024-01-15 09:23 ET - News Release

Subject: FOR IMMEDIATER RELEASE TSXV: CTRL PDF Document File: Attachment Edge - Clarifying Press Release IR Agreements - Final 20230115.pdf Edge Total Intelligence Inc. 1501 Lee Highway #301, Arlington, VA 22209 United States | +1 703-691-7900 | edgeti.com FOR IMMEDIATE RELEASE edgeTI Provides Update on Investor Relations Agreements and Debt ARLINGTON, VA, USA, January 15, 2023/EINPresswire.com/ -- Edge Total Intelligence Inc. ("edgeTI", the "Company", "We", or "Our") (TSXV: CTRL, OTCQB: UNFYF, FSE: Q5i), is pleased to provide an update with respect to its investor relations engagements with Outside the Box Capital Inc. ("Outside the Box") and Creative Direct Marketing Group, Inc. ("CDMG") further to its press releases dated March 30, 2023 and May 30, 2023 respectively. As announced by the Company pursuant to its press release dated March 30, 2023, the Company entered into a letter agreement with Outside the Box dated February 22, 2023 (the "Outside Agreement") pursuant to which Outside the Box will provide certain market services to the Company which may include the preparation of certain social media and other community based content to facilitate investor awareness and assist in broadening dissemination of the Company's news. The Outside Agreement had an initial term of six months commencing on March 27, 2023. As consideration for the services, the Company agreed to pay to Outside the Box $100,000 CAD, plus applicable taxes. The payment was due in two installments: (1) $50,000 CAD was due on March 27, 2023, being the effective date of the Outside Agreement (the "Effective Date"); and (2) $50,000 CAD was due June 25, 2023, being 90 days following the Effective Date. As of the date of this news release, the Company has paid the initial installment to Outside the Box. The second installment was postponed by production delays and is now due. The services to be provided by Outside the Box commenced on March 27, 2023 and are expected to run until the end of Q1 of 2024. Outside the Box is a marketing services firm based in Toronto, Ontario Canada and founded by Jason Coles and Kelvin Coelho that offers small and medium sized public companies marketing services. Outside the Box does not have any prior relationships with the Company and is an arm's length party. To the best of the Company's knowledge, other than 81,000 subordinate voting shares of the Company, Outside the Box does not hold, directly or indirectly, any securities of the Company or have any right or intent to acquire any such securities. The proposed compensation for Outside the Box does not include any securities of the Company. As announced by the Company pursuant to its press release dated May 30, 2023, the Company entered into an agreement with CDMG (the "CDMG Agreement") pursuant to which the Company engaged CDMG to provide marketing services and to raise public awareness of the Company through a marketing campaign (the "Campaign"). The Campaign consists of, but is not limited to, the creation of email series, display ads for physical and digital mediums, social media ads, magalog and direct publisher buys (together, the "Campaign Materials"). Page 2 Pursuant to the CDMG Agreement, CDMG will receive compensation from the Company in the amount of $499,088 USD for the services set out in the Work Order. The compensation to CDMG is payable in four installments. As of the date hereof, the first three payments have been made by the Company ($93,000 USD on April 10th, $234,500 USD on June 29th, $87,388 USD on July 3rd), and the fourth installment of $84,000 USD is due pending review and approval of the final Campaign Materials by the Company. The CDMG campaign has not started yet. Upon finalization of Campaign materials, the CDMG Campaign is expected to launch in February 2024 and continue until the end of Q1 of 2024. CDMG is a full-service marketing services company based in Nashville, Tennessee, United States founded by Craig Huey. CDMG does not have any prior relationships with the Company and is an arm's length party. To the best of the Company's knowledge, CDMG does not hold, directly or indirectly, any securities of the Company or have any right or intent to acquire any such securities. The proposed compensation for CDMG does not include any securities of the Company. Furthermore, the Company has retained Lytham Partners, LLC ("Lytham Partners") to lead an investor relations program. For more than 20 years, Lytham Partners has been one of the industry's leading investor relations firms, having created one of the largest and most diverse networks of institutional investors, while creating a framework of best practices in all aspects of corporate and shareholder communications. The arm's length investor relations consulting agreement with Lytham Partners (the "Lytham Agreement") begins with an initial three-months period and continues month-to-month thereafter. The Lytham Agreement may be terminated by either party at any time after the initial three months upon 30 days' notice. Under the terms of the Lytham Agreement, Lytham Partners will receive a three-months cash retainer of US$24,000 with early payment options. Additional periods occur as successive month-to-month payments after the initial term of US$8,000 with eligible expenses reimbursed. No one employed with Lytham Partners owns shares or intends to acquire shares. Under the Lytham Agreement, Lytham during the initial term will: develop and disseminate a Lytham "Corporate Profile; arrange virtual non-deal meetings with a view to informing such groups about developments in the Company's business and affairs; and arrange and conduct meetings and presentations at Lytham Partners "Investor Conferences". Beyond the initial term, Lytham Partners will continue the above non deal meetings; develop and disseminate a Lytham Partners "Executive Interview", develop a database of investors potentially interested in receiving information relating to edgeTI; and provide non-confidential information as requested with disclosure guidelines. 1501 Lee Highway #301, Arlington, VA 22209 United States | 703-691-7900 | edgeti.com Page 3 The Lytham Agreement is subject to the approval of the TSX Venture Exchange (TSXV). The Company also discloses that its note held by Salem Investment Partners ("Lender"), which has been reported since the qualifying transaction in December 2021 was due on January 1, 2024 with the remaining note and warrant balance of approximately $3.25 Million USD. The Lender and Company are working towards a solution and the Company will provide further guidance as it becomes clear. About edgeTI edgeTI helps customers sustain situational awareness and accelerate data-driven action with its real-time digital operations software, edgeCoreTM. 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: James Barrett Phone: 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. 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 1501 Lee Highway #301, Arlington, VA 22209 United States | 703-691-7900 | edgeti.com Page 4 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, the term of the services to be provided by CDMG, Outside the Box and Lytham and any delays to the timelines set forth herein, the Company's ability to meet its marketing goals through the investor relations agreements and any results that may be observed or derived therefrom. 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. 1501 Lee Highway #301, Arlington, VA 22209 United States | 703-691-7900 | edgeti.com