Mr. Nick Brigman reports
EDGETI ANNOUNCES CLOSING OF ACQUISITION OF AUSTAL AUSTRALIA'S TECHNOLOGY DIVISION
Further to its press release dated Nov. 4, 2025, Edge Total Intelligence Inc. has completed its acquisition of certain technology assets of Austal Ltd., a global leader in shipbuilding and defence prime contracting, comprising a 100-per-cent interest in each of a planning software product focused on aviation applications, a branched LUSI (life-cycle upkeep sustainment intelligence) solution, an enterprise asset management software suite with a focus on marine applications, and certain other branched minor software products focused on workflow and automation of Austal as well as intellectual property licences to support and utilize such assets, pursuant to a framework collaboration agreement (FCA) entered into between the company and Austal.
Pursuant to the FCA and in connection with the transaction, among other things, the company issued an aggregate of 6,075,459 subordinate voting shares (SV shares) in the capital of the company (and the SV shares issued to Austal pursuant to the transaction, the consideration shares), representing 9.9 per cent of the issued and outstanding SV shares on a non-diluted basis, at a deemed price per consideration share of $1. The consideration shares are subject to lock-up in accordance with the terms of a lock-up agreement entered into between the company and Austal, pursuant to which Austal has agreed not to offer, sell, transfer, dispose of or deal with any of the consideration shares, subject to carveouts as set out in the lock-up agreement, until the expiration of the reversion term (as defined below).
Additionally, pursuant to the FCA, in the event the company is presented with an opportunity to utilize the acquired assets in the global marine and army maritime industry or the global commercial fast-ferry industry in certain jurisdictions (comprising Australia, the United States, the United Kingdom, the Philippines, New Zealand, Norway, Sweden, Denmark, Vietnam, Maldives, Sri Lanka, Singapore, Chile, Trinidad and Tobago, Venezuela, Guatemala, Germany, Malta, Cook Islands, Fiji, Nauru, Palau, Samoa, Solomon Islands, Tonga, Tuvalu, Vanuatu, Kiribati, Niue, Palau, the Republic of Marshall Islands, and the Federated States of Micronesia), the company has agreed to provide Austal with a right of first refusal to jointly partner with the company in respect of such opportunity, as further described in the FCA. In connection with the transaction, the company has also granted Austal the right, but not the obligation, to nominate one individual for election or appointment to the board of directors of the company, subject to compliance with applicable laws and TSX Venture Exchange policies. Such nomination right shall continue until such time as Austal's shareholding in the company (or any successor entity thereof) decreases to less than 5 per cent for more than 20 consecutive calendar days.
In connection with the acquisition of the acquired assets, certain key personnel from Austal will transition to the company and will ensure continuity of service to Austal's programs and customers. In the event the company does not complete an uplisting transaction to the Nasdaq Stock Market or New York Stock Exchange together with the delisting of the SV shares from the TSX-V within 12 months of closing of the transaction, the company fails to issue the anti-dilution shares (as defined below), Austal terminates the FCA for breach thereof by the company, or Austal is notified by the Australian government or determines that the transaction violates its contractual obligations thereto (each, a reversion event), all rights and entitlements of the company to the acquired assets and improvements thereto pursuant to the FCA shall immediately revert to Austal. The term (the reversion term) in which the reversion event may occur is the earlier of: (i) the date of termination of the FCA by Austal for breach thereof by the company; (ii) the date on which the uplisting transaction occurs; (iii) the date on which a change of control in relation to Austal occurs unless that change of control is a result of the Australian government exercising certain call option entitlements it has in Austal; (iv) the five-year anniversary of the closing of the transaction; or (v) such other date as may be agreed between Austal and the company. In connection with the completion of the uplisting transaction and subject to the receipt of all applicable approvals, including, if applicable, approval of the TSX-V, the company has also agreed to provide Austal with an anti-dilution adjustment to issue such number of additional SV shares or other equity securities so as to result in Austal holding a 9.9-per-cent equity interest in the company (or the resulting issuer from the uplisting transaction) immediately following completion of the uplisting transaction (the anti-dilution shares).
In connection with the closing of the transaction, all conditions precedent thereto were satisfied or waived in accordance with the FCA. The transaction is not a non-arm's-length party transaction and no finders' fees are payable in connection with the transaction. No debt is being acquired by the company in connection with the transaction.
About Edge Total Intelligence Inc.
Edge Total 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.
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