Mr. Lorne Sugarman reports

EVP CAPITAL ENTERS INTO LETTER OF INTENT FOR A PROPOSED QUALIFYING TRANSACTION

EVP Capital Inc. has entered into a non-binding letter of intent (LOI) dated May 1, 2024, with Sharp Edge Labs Inc., a bioscience therapeutics company. The LOI sets forth the basic terms and conditions upon which Sharp Edge and EVP Capital will combine their business operations, resulting in a reverse takeover of EVP Capital by Sharp Edge and its shareholders.

It is intended that the proposed transaction will constitute the qualifying transaction of EVP Capital, as such term is defined in TSX Venture Exchange Policy 2.4, Capital Pool Companies, resulting in the combination of Shape Edge and EVP Capital, with the common shares of the resulting issuer to the proposed transaction being listed on the exchange.

The acceptance of the LOI is being followed by good faith negotiations of definitive documentation, which is intended to proceed by way of statutory plan of arrangement or similar form of transaction among the parties setting forth the detailed terms of the proposed transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of similar nature and magnitude of the proposed transaction. The proposed transaction is subject to satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the exchange.

Upon entering into the definitive agreement, a comprehensive news release will be issued by EVP Capital disclosing details of the proposed transaction, including any proposed financings, financial information respecting Sharp Edge, the names and backgrounds of all persons who will constitute insiders of the resulting issuer, the issued and outstanding securities of each of EVP Capital and Sharp Edge, the terms of the exchange of securities of EVP Capital and Sharp Edge, the applicable security exchange ratios, the details of any meetings of the shareholders of EVP Capital and Sharp Edge required to approve the proposed transaction and matters related thereto (as applicable), and other material information respecting the proposed transaction.

Trading in the common shares of EVP Capital has been halted in connection with the announcement of the proposed transaction. EVP Capital expects that trading will remain halted pending closing of the proposed transaction, subject to the earlier resumption upon exchange acceptance of the proposed transaction and the filing of required materials in accordance with exchange policies.

About EVP Capital Inc.

EVP Capital is a capital pool company within the meaning of the policies of the exchange that has not commenced commercial operations and has no assets other than cash. The officers of EVP Capital are Lorne Sugarman, chief executive officer and secretary, and Edward Jonasson, chief financial officer. Except as specifically contemplated in the exchange's CPC policy, until the completion of its qualifying transaction, EVP Capital will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

About Sharp Edge Labs Inc.

Sharp Edge is a bioscience therapeutics company that seeks to disrupt genetic disease markets with a platform for routinely discovering small molecule that restore function of mutated proteins and restore haploinsufficiencies in human genetic disease. Sharp Edge has developed a computationally aided experimental pipeline: a combination of proprietary assay technologies, computationally selected screening libraries, and data analysis and machine learning algorithms. Sharp Edge then uses cells derived from patients in animal models to demonstrate functional restoration, providing an accelerated and derisked path into and through the clinic.

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