EdgeTI Announces Highly Strategic and Accretive Transaction with Austal Ltd. (ASB) by Executing Definitive Agreements to Acquire the Operations of Austal Australia's Digital Advanced Technology Division in an All Share Transaction at CAD $1.00 Resulting in Austal Ltd. (ASB) Owning 9.9% of EdgeTI

Rhea-AI Summary

EdgeTI (UNFYF) entered definitive agreements to acquire Austal Australia's Digital Technology Division in an all‑share transaction dated October 30, 2025, for a deemed C$1.00 per share issuance resulting in Austal holding 9.9% of EdgeTI (~6.08M SVS, ~C$6.08M).

The deal transfers branched software IP, key personnel and customer relationships to a new Perth subsidiary, includes a multi‑year Master Services Agreement with initial SOWs expected to deliver AUD $4.1M ARR (~AUD $1.0M gross margin), and projects potential monthly revenues to AUD $840,000 by year‑end 2026.

Permanent ownership of transferred software is contingent on a proposed uplisting to NASDAQ/NYSE within ~12 months; transaction is subject to ASX and TSXV approvals and contains an anti‑dilution adjustment if uplisting occurs.

Positive

• Initial SOWs expected to deliver AUD $4.1M ARR
• Projected gross margin of approximately AUD $1.0M
• Austal to own 9.9% of EdgeTI (~6.08M SVS, C$6.08M deemed)
• Potential monthly revenues to AUD $840,000 by year‑end 2026
• No debt is being acquired in the transaction

Negative

• Permanent ownership of transferred software contingent on uplisting within ~12 months
• Transaction requires ASX and TSXV approvals, creating execution risk
• Issuance of ~9.9% equity to Austal dilutes existing shareholders

Strategic Rationale & Highlights of the Transaction:

• EdgeTI to establish Western Australia subsidiary based in Perth, WA to hire and retain key employees of Austal Australia's Digital Advanced Technology Division, creating Digital Solutions for Maritime, Naval and Airforce and Defence Customers.

• Austal to branch, transfer, and license advanced proprietary software assets to EdgeTI for continued development and further commercialization to defence, broader maritime, and asset intensive sectors.

• Austal to subcontract EdgeTI to undertake initial anticipated Statements of Work (SOWs) estimated to total AUD $4.1M ARR (estimated gross margin of approximately AUD $1.0M) related to the Software under Master Services Agreement (MSA).

• Additional yet to be contracted SOWs are projected to be transitioned to EdgeTI to potentially grow monthly revenues to AUD $840,000 by year-end 2026.

• Austal and EdgeTI to establish teaming approach to drive growth and expansions.

• In consideration for the acquisition, Austal Limited (ASX:ASB) to Receive Issuance of 9.9% of EdgeTI's Publicly Traded Shares at CAD $1.00 a Share on Closing.

• No warrants are to be issued in connection with the transaction.

Perth, Australia and Arlington, Virginia--(Newsfile Corp. - November 4, 2025) - Austal Limited (ASX: ASB), a global leader in shipbuilding and defence prime-contracting, and Edge Total Intelligence Inc. (TSXV: CTRL) ("EdgeTI"), a provider of real-time operations and decision intelligence solutions deployed in mission-critical environments, today announce that they have entered into a framework collaboration agreement, together with certain associated agreements, dated October 30, 2025, under which EdgeTI proposes to acquire Austal Australia's Digital Technology Division in an all-share transaction (the "Transaction"). Pursuant to the Transaction, the acquired assets include, among other things, 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.

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The acquisition marks a strategic growth milestone for EdgeTI, expanding its defence-grade digital capabilities, increasing its operational scale and establishing its path towards a proposed uplisting transaction to NASDAQ or NYSE in the United States (the "Uplisting Transaction"), which EdgeTI currently anticipates will occur in approximately the next twelve months.

Under the definitive agreement, subject to the satisfaction of all conditions precedent, including, without limitation, the approval of the TSX Venture Exchange (the "TSXV"), EdgeTI will acquire Austal Australia's Digital Technology Division in an all-share transaction.

Upon closing of the Transaction, Austal will be issued such number of subordinate voting shares in the capital of EdgeTI ("SVS"), being the equity securities of EdgeTI listed on the TSXV, as is to result in Austal holding 9.9% of the number of SVS issued and outstanding on a non-diluted basis following the completion of the Transaction, being approximately 6.08M SVS at a deemed price of C$1.00 per share with no warrants issued for a deemed purchase price in respect of the Transaction of approximately C$6.08M. In the event that the Uplisting Transaction is completed, Austal will be granted an anti-dilution adjustment, whereby Austal will be issued additional equity securities of EdgeTI, without the payment of any additional consideration, so that Austal will hold a 9.9% interest in the resulting entity following the Uplisting Transaction.

This partnership creates a dedicated digital arm in EdgeTI to support Austal's shipbuilding mission and sovereign-capability objectives in Australia and the United States. The transfer of Austal Australia's Digital Technology Division — including selected key software platforms, domain expertise and some long-standing customer relationships — into EdgeTI will strengthen recurring revenue streams, broaden maritime and aerospace software offerings, and enable cross-domain adoption across U.S., Australian, NATO and allied defence markets. Once combined EdgeTI organization is poised to enhance platform scale, extend customer reach and accelerate value creation ahead of EdgeTI's proposed Uplisting Transaction.

Paddy Gregg, Chief Executive Officer of Austal Limited, said: "This partnership allows EdgeTI to continue to develop its operations while supporting Austal in continuing to deliver technological capabilities to its key customers and aligns us with EdgeTI as a long-term strategic partner positioned for global growth."

Jim Barrett, Chief Executive Officer of EdgeTI, added: "We are excited to welcome the Austal Digital Technology team and their proven platforms into the EdgeTI family. This strategic fit merges our real-time operational software with their deep defence domain expertise to deliver an unmatched digital twin and asset-management capability across air and maritime fleets. Together, we are positioned to accelerate growth, broaden our global footprint and advance our highly accretive NASDAQ uplisting strategy."

Mathew August, Leading Defence Technology Investor in EdgeTI, added: "Through this transaction, EdgeTI reaffirms its commitment to building a self-sustaining, sovereign defence and enterprise technology ecosystem, combining top tier engineering, allied technology transfer, and global market access. This combined entity and the force multiplier nature of the synergies result in an incredible growth enabled platform for growth and support of our customers in their important missions."

This transaction advances EdgeTI's previously announced growth strategy and positions the combined entity as a sovereign-ready digital-sustainment partner for complex defence and industrial customers worldwide.

Under the terms of the agreement, EdgeTI will acquire and receive branched IP and licenses to develop and support three platforms. Key personnel from Austal Technology will transition to EdgeTI and will ensure continuity of service to Austal's programs and customers under a multi-year Master Services Agreement (MSA) with initial Statements of Work (SOWs), which are expected to deliver AUD $4.1M in annual recurring revenue (ARR) on projected gross margin associated with the expected ARR of approximately AUD $1.0M, with potential additional upside pursuant to additional SOWs. Permanent ownership of the transferred software is contingent on completion of the Uplisting Transaction in twelve months.

This transaction is subject to the satisfaction of all conditions precedent set out in the Definitive Agreement, including, without limitation, the approval of the Australian Securities Exchange and the TSXV.

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 EdgeTI 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.

For more information, please contact:

Edge Total Intelligence Inc.

Nick Brigman, Corporate Secretary and Chief Strategy Officer
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

There is no guarantee that EdgeTI will complete the Uplisting Transaction at all or in the proposed timeframe disclosed in this press release. The Uplisting Transaction will be conditional upon EdgeTI satisfying all listing conditions of the applicable US stock exchange, and there is no guarantee that EdgeTI 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). EdgeTI 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: the terms of the Transaction; closing of the Transaction; the receipt of all necessary approvals and satisfaction of all conditions to the closing of the Transaction; the timing of the closing of the Transaction; any business synergies, contracts or other benefits that may be obtained by EdgeTI as a result of the Transaction; the revenue that may be derived by Edge TI as a result of the Transaction; the completion of the potential Uplisting Transaction involving EdgeTI on the NASDAQ or the NYSE and the timing thereof; business strategy, objectives, strength and focus (as at the date hereof and following the anticipated completion of the Transaction); EdgeTI's ability to deliver continued value to shareholders through appreciation in their equity interest in EdgeTI following completion of the Transaction; expectations regarding consumer demand and realization of customer SOWs and contracts; the performance characteristics of EdgeTI's assets; the ability of EdgeTI to achieve drilling success consistent with management's expectations; and the source of funding for EdgeTI's activities. The forward-looking statements and information are based on certain key expectations and assumptions made by EdgeTI, including, but not limited to: expectations and assumptions concerning the business plan of EdgeTI 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 EdgeTI to successfully integrate new employees, contractors and assets into its business and operations; the satisfaction of all conditions to the completion of the Transaction; the ability of EdgeTI to complete the Uplisting Transaction, the timing of and success of future business growth, development and completion activities; the performance of EdgeTI's products; prevailing and future demand for EdgeTI's products; the availability and performance of key inputs, personnel, and other services; the timing of expected developments in EdgeTI's assets, operations and activities; the performance of new and existing wells; 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 EdgeTI's ability to execute its plans and strategies.

Although EdgeTI 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 EdgeTI 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 Transaction or Uplisting Transaction will not be completed on the terms anticipated or at all, including due to a closing condition not being satisfied; the risk that the results from the Transaction including the nature of the assets so acquired may not be as expected by EdgeTI; the risk that EdgeTI 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 EdgeTI'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 EdgeTI's latest management discussion and analysis ("MD&A") and public disclosure documents for additional risk factors relating to EdgeTI, which can be accessed under EdgeTI'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. EdgeTI 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/273114

FAQ

What did EdgeTI (UNFYF) agree to acquire from Austal on November 4, 2025?

EdgeTI agreed to acquire Austal Australia's Digital Technology Division in an all‑share transaction, transferring branched software IP, key personnel and customer relationships.

How much equity will Austal hold in EdgeTI after the transaction (UNFYF)?

Austal will be issued shares to hold 9.9% of EdgeTI on a non‑diluted basis, approximately 6.08M SVS at a deemed C$1.00 per share.

What recurring revenue does EdgeTI expect from the initial SOWs after acquiring Austal's division?

Initial Statements of Work under the MSA are expected to deliver AUD $4.1M in annual recurring revenue with ~AUD $1.0M projected gross margin.

Is permanent ownership of the transferred software unconditional in the EdgeTI (UNFYF) deal?

No — permanent ownership of the transferred software is contingent on completion of the proposed uplisting transaction within approximately 12 months.

What approvals are required for the EdgeTI and Austal transaction to close?

Closing is subject to the satisfaction of conditions precedent, including approvals from the Australian Securities Exchange (ASX) and the TSX Venture Exchange (TSXV).

What revenue upside did EdgeTI cite after the Austal transaction for investors in UNFYF?

EdgeTI projects additional SOWs could grow monthly revenues to roughly AUD $840,000 by year‑end 2026.