EdgeTI Announces Closing of Acquisition of Austal Australia’s Technology Division

Vancouver, British Columbia–(Newsfile Corp. – January 6, 2026) – Edge Total Intelligence Inc. (TSXV: CTRL) (OTCQB: UNFYF) (FSE: Q5I) (“edgeTI” or the “Company“) is pleased to announce that, further to its press release dated November 4, 2025, it has completed its acquisition (the “Transaction“) of certain technology assets of Austal Limited (ASX: ASB), a global leader in shipbuilding and defence prime-contracting, (“Austal“) comprising a 100% interest in each of, a planning software product focused on aviation applications, a branched LUSI 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 and intellectual property licenses to support and utilize such assets (together, the “Acquired Assets“), pursuant to a framework collaboration agreement entered into between the Company and Austal (the “FCA“).

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 in the capital of the Company (“SVS“, and the SVS shares issued to Austal pursuant to the Transaction, the “Consideration Shares“), representing 9.9% of the issued and outstanding SVS on a non-diluted basis, at a deemed price per Consideration Share of C$1.00. 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 carve-outs 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, United States, United Kingdom, Philippines, New Zealand, Norway, Sweden, Denmark, Vietnam, Maldives, Sri Lanka, Singapore, Chile, Trinidad & Tobago, Venezuela, Guatemala, Germany, Malta, Cook Islands, Fiji, Nauru, Palau, Samoa, Solomon Islands, Tonga, Tuvalu, Vanuatu, Kiribati, Niue, Palau, Republic of Marshall Islands, 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 (“TSXV“) 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% 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 or NYSE together with the delisting of the SVS from the TSXV (the “Uplisting Transaction“) 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 back 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 TSXV, the Company has also agreed to provide Austal with an anti-dilution adjustment to issue such number of additional SVS or other equity securities so as to result in Austal holding a 9.9% 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 finder’s fees are payable in connection with the Transaction. No debt is being acquired by the Company in connection with the Transaction.

About Austal

Austal is Australia’s global shipbuilder and defence prime contractor designing, constructing and sustaining some of the world’s most advanced commercial and defence vessels. For more than 30 years Austal has contracted more than 300 vessels for over 100 operators in 54 countries, gaining an enviable reputation for building revolutionary ships, from the world’s largest trimaran ferry to military vessels that are in service with navies and border forces worldwide.

About EdgeTI

Edge Total Intelligence Inc. 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.

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.

Cautionary Note Regarding Forward-Looking Statements

There is no guarantee that the Company will complete the Uplisting Transaction at all or in the proposed timeframe disclosed in this press release. The Uplisting Transaction will be conditional upon the Company satisfying all listing conditions of the applicable US stock exchange, and there is no guarantee that the Company will be able to do so.

Certain statements contained within this press release constitute forward-looking statements within the meaning of applicable Canadian and United States securities legislation. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “outlook”, “plan”, “endeavor”, “continue”, “estimate”, “evaluate”, “expect”, “forecast”, “monitor”, “may”, “will”, “can”, “able”, “potential”, “target”, “intend”, “consider”, “focus”, “identify”, “use”, “utilize”, “manage”, “maintain”, “remain”, “result”, “cultivate”, “could”, “should”, “believe” and similar expressions (including negatives and variations thereof). The Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date hereof, but no assurance can be given that such expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Without limitation, this press release contains forward-looking statements pertaining to: any business synergies, contracts or other benefits that may be obtained by the Company as a result of the Transaction; the revenue that may be derived by the Company as a result of the Transaction; the completion of the potential Uplisting Transaction involving the Company on the NASDAQ or the NYSE and the timing thereof; the occurrence of any Reversion Event pursuant to the FCA; the issuance of any Anti-Dilution Shares; the nomination and appointment of any director of the Company pursuant to Austal’s director nomination right and the timing thereof; business strategy, objectives, strength and focus (as at the date hereof and following the anticipated completion of the Transaction); the Company’s ability to deliver continued value to shareholders through appreciation in their equity interest in the Company following completion of the Transaction; expectations regarding consumer demand and realization of customer statements of work and contracts; the performance characteristics of the Company’s assets; the ability of the Company to achieve operational success consistent with management’s expectations; and the source of funding for the Company’s activities. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including, but not limited to: expectations and assumptions concerning the business plan of the Company and Austal as well as the assets acquired under the Transaction; synergies that may be derived as a result of the Transaction; the ability of the Company to successfully integrate new employees, contractors and assets into its business and operations; the ability of the Company to complete the Uplisting Transaction within the required timeframe, the timing of and success of future business growth, development and completion activities; the performance of the Company’s products; prevailing and future demand for the Company’s products; the availability and performance of key inputs, personnel, and other services; the timing of expected developments in the Company’s assets, operations and activities; the application of existing products and services; economic conditions; exchange rates; the application of regulatory and licensing requirements; the continued availability of capital and skilled personnel; and the Company’s ability to execute its plans and strategies.

Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to: the risk that the Uplisting Transaction will not be completed on the terms anticipated or at all, including due to a closing condition not being satisfied or the ability of the Company to ensure no Reversion Event occurs during the Reversion Term, and accordingly all Acquired Assets reverting back to Austal for no consideration to the Company; the risk that the results from the Transaction including the nature of the assets so acquired may not be as expected by the Company; the risk that the Company may not be able to adequately ensure all contract lock-up obligations are appropriately satisfied; the risk that the Company may not be able to obtain the requisite regulatory approvals to issue the Anti-Dilution Shares; the risk that the Company will not be able to achieve the anticipated benefits of the Transaction; incorrect assessments of the value of benefits to be obtained from the Transaction or Uplisting Transaction; fluctuations in the price of key inputs and the availability of same; changes in industry regulations and political landscape both domestically and abroad; the impact of tariffs and other restrictive trade measures imposed or threatened by the U.S. administration, the Canadian administration, the Australian administration and foreign governments, including retaliatory or countermeasures, on global economic markets, market volatility and the demand and/or market price for the Company’s products and services; wars (including Russia’s military actions in Ukraine and the Israel-Hamas conflict in Gaza); hostilities; civil insurrections; foreign exchange or interest rates; increased operating and capital costs due to inflationary pressures (actual and anticipated); volatility in the stock market and financial system; impacts of pandemics; the retention of key management and employees; and risks with respect to unplanned service outages, including in respect of IT security, ransomware and other related concerns. Please refer to the Company’s latest management discussion and analysis and public disclosure documents for additional risk factors relating to the Company, which can be accessed under the Company’s SEDAR+ profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279573