Edge Total Intelligence writes down intangibles, modifies debt; updates Austal unit

Arlington, Virginia--(Newsfile Corp. - October 2, 2026) - Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) ("edgeTI" or the "Company") announces the restructuring of certain debt obligations, an impairment of intangible assets and goodwill to be applied to its Q2 2026 financial statements, and an update on project work with Austal Limited ("Austal"). All amounts are in U.S. dollars unless otherwise indicated.

Debt Modification

Subject to the approval of the TSX Venture Exchange (the "Exchange"), the Company has extended and restructured its debt and warrant held by Salem Investment Partners IV, Limited Partnership ("Salem") and three promissory notes held by related parties. The amendments defer approximately $2.9 million in debt payments that were due on September 30, 2026, and October 30, 2026 as set forth below.

Under the amended terms:

Salem debt. edgeTI made a payment today to Salem of $1,000,000 that reduced the principal to $989,442. Final payment of the debt is deferred to the earlier of a listing of the Company's shares on a U.S. stock exchange (the " US Listing ") and February 15, 2027.

Salem warrant. The warrant repurchase option has been increased to $450,000 (a $100,000 increase) for purchase on or before February 15, 2027 and Salem as warrant holder has the option of settling the warrant in common shares at fair market value.

Related party promissory notes. The maturity date on three related party promissory notes in the approximate principal amount and accrued interest of $1.5 million as at September 30, 2026 are deferred to the earlier of the US Listing and June 30, 2027. Additional modifications:

a) reaffirmed the current conversion option and conversion price per share at previously stated pricing;

b) indicated that the conversion share price is subject to proportional adjustment in the event of any recapitalization event; and

c) clarified the note will become convertible or payable, as applicable, on the earlier of the Uplisting or June 30, 2027.

The Salem debt and warrant and the related party notes have been reported in the Company's financial statements since inception. The deferral is expected to improve cashflow and extend the Company's working capital. The amendment to the Salem debt and warrant will be subject to Exchange approval.

MI 61-101 Disclosure

ConnertonA (James Barrett), Steven H. Owings and John Palmer are "related parties" of the Company, and further to the bullet above, the amendment to their promissory notes through the extension of the maturity dates (the "Notes Amendment") is a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Notes Amendment is exempt from the formal valuation requirement and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value as the fair market value of the notes held by related parties does not exceed 25% of the Company's market capitalization.

The Notes Amendment was approved by the Board of Directors, with James Barrett having declared his interest. The Board's determination took into account that Salem, the Company's primary secured lender and an arm's-length party, agreed to extend its note to February 15, 2027, on the same terms. The related-party noteholders agreed to extend on substantially the same terms, which the Board considered reasonable in light of Salem's agreement.

The Company did not file a material change report more than 21 days before the effective date of the Notes Amendment. The Company considers the shorter period reasonable and necessary in the circumstances. The notes reached maturity on September 30, 2026, and October 30, 2026. Following contract changes, the Company did not have sufficient cash on hand to repay the notes at maturity without materially impairing its operations and go forward strategy. Final terms of the Notes Amendment were not settled with Salem and the related parties until September 30, 2026, and the Notes Amendment was required to avoid a default under the notes.

The Notes Amendment remains subject to the acceptance of the TSX Venture Exchange, if applicable.

Separately, the promissory note held by Jacques Jarman, the Company's Chief Growth and Federal Operations Officer, of approximately $85,000 will be extinguished on or before its October 30, 2026, maturity date.

Impairment of Intangible Assets and Goodwill

Following the changes in renewing contracts announced on September 8, 2026, the Company has discontinued its efforts to complete a valuation that meets IFRS and U.S. GAAP audit criteria. Audit-specific information relating to classified contracts cannot be made available to auditors due to confidentiality and access restrictions.

As a result, the Company will record an impairment relating to the intangible assets and goodwill associated with the Austal technology acquisition reported on its balance sheet in its Q2 2026 IFRS financial statements. The impairment is a non-cash charge of approximately $2.3 million, reducing the carrying value to $Nil, and does not affect the Company's cash position. The Company intends to file amended and restated Q2 2026 financial statements and MD&A by Friday, October 9, 2026.

Austal Update

The Company's financial diligence also identified certain project work for Austal Australasia previously reported in its April contract win announcements and planned for Q3 and Q4 2026 is being delivered directly by Austal Australasia. The work represented approximately A$950,000 in project bookings and was not part of the contract renewal lapses announced September 8, 2026. Nonetheless, the Company and Austal continue to actively establish valuable and profitable business under the strategic partnership.

About Edge Total Intelligence

edgeTI™ provides operational intelligence software and solutions for defense, maritime, manufacturing, critical infrastructure and government organizations whose systems by design cannot be consolidated. Its edgeCore™ platform creates a unified, real-time operational picture and enables governed action across those systems, with approvals, controls and evidence preserved. Customer data remains in place and under the customer's control. Having attained Technology Readiness Level 9, edgeTI solutions have been authorized to operate and deployed in classified environments. edgeTI is headquartered in Arlington, Virginia, with operations in the United States, Canada, Australia and Serbia.

Website: https://edgeti.com

LinkedIn: www.linkedin.com/company/edgeti

YouTube: www.youtube.com/user/edgetechnologies

For more information, please contact:

Nicholas Brigman Chief Strategy Officer and Corporate Secretary 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. Forward-looking statements in this news release include, but are not limited to, statements regarding: the anticipated benefits of the debt restructuring and maturity extensions, including improvements to cash flow, working capital and the Company's financial flexibility; the receipt of acceptance or approval from the Exchange for the amendments; the timing and completion of any US Listing; the repayment, conversion, settlement or extinguishment of outstanding indebtedness and warrants; the filing of amended and restated Q2 2026 financial statements and management's discussion and analysis by October 9, 2026; the expected accounting treatment and amount of the impairment of intangible assets and goodwill; the Company's ability to continue, expand or establish profitable business opportunities under its strategic partnership with Austal; the timing, scope, value and profitability of future projects and contracts; and the Company's future business, operations, financial condition, liquidity, growth strategy and prospects.

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, the risk that Exchange approval for the amendments may not be obtained or may be delayed; the risk that the US Listing may not occur or may not occur within the anticipated timeframe; the risk that the expected benefits of the debt restructuring may not be realized; the risk of continued working capital constraints and the need for additional financing; risks relating to customer contract renewals, modifications, delays, reductions or cancellations; risks associated with the loss or reduction of anticipated project work; risks relating to the Company's strategic relationship with Austal and the generation of future revenue opportunities thereunder; the possibility that the final impairment assessment may differ from current estimates; risks associated with financial reporting, audits and regulatory review processes; and general risks relating to the Company's business, operations, technology, cybersecurity, competition, economic conditions and capital markets.

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, but not limited to, the Company will obtain any required regulatory approvals; that the Company will be able to satisfy the conditions necessary to complete a US Listing; that the Company's financial, operational and market assumptions will prove to be accurate; that the accounting treatment and estimated amount of the impairment charge will not materially change following completion of the Company's financial reporting processes; that the Company's strategic relationship with Austal will continue and generate future business opportunities; and that general economic, market and industry conditions will remain substantially consistent with management's expectations.

Factors that could cause the actual results to differ materially from those in forward-looking statements include the failure to obtain required regulatory approvals, including acceptance by the Exchange; the inability to complete a US Listing on anticipated terms or timelines, or at all; the failure to realize the anticipated benefits of the debt restructuring; the need for additional financing and the availability of capital on acceptable terms; changes in customer requirements, contract renewals or project scope; the loss, reduction, delay or cancellation of anticipated project work; risks relating to the Company's strategic relationship with Austal; changes in economic, market, regulatory or industry conditions; the impact of public health events; increased competition; and other risks and uncertainties disclosed in the Company's public filings.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317266

TMX Newsfile

October 2, 2026 - 5:52 PM PDT

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