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Aphelion Capital Corp
Symbol APHE
Shares Issued 4,002,000
Recent Sedar Documents

Aphelion receives conditional TSX-V OK for Edge QT

2021-11-15 20:41 ET - News Release

Subject: Aphelion Capital Corp. - Request for immediate dissemination of news release Word Document File: '\\doc\emailin\20211115 172602 Attachment Aphelion - Merger Agreement Financing Posting of Filing Statement News Release.doc' 0 26925757v2 26925757v3 /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ FOR IMMEDIATE RELEASE TSX Venture Exchange: APHE.P APHELION CAPITAL CORP. AND EDGE TECHNOLOGIES, INC. ANNOUNCE RECEIPT OF TSXV CONDITIONAL APPROVAL, FILING OF FILING STATEMENT AND ENGAGEMENT OF CANACCORD GENUITY November 15, 2021 - Vancouver, British Columbia - Aphelion Capital Corp. ("Aphelion" or the "Company") is pleased to announce that the TSX Venture Exchange ("TSXV") has conditionally approved its proposed business combination pursuant to a merger agreement dated effective March 3, 2021, as amended, (the "Merger Agreement") among Aphelion, Edge Technologies, Inc. ("Edge"), Electric Acquisition Corporation, a wholly-owned subsidiary of Aphelion, Aphelion FundCo Inc. ("FundCo"), and 1289571 B.C. Ltd., a wholly-owned subsidiary of Aphelion, (together, the "Parties") which will constitute the qualifying transaction of the Company (the "Qualifying Transaction"), and that it has filed a filing statement in respect of the Qualifying Transaction dated effective November 12, 2021 on the Company's SEDAR profile (the "Filing Statement"). Aphelion is further pleased to announce that the Parties have executed an amendment to the Merger Agreement whereby the Parties have agreed to extend the outside date in respect of the Merger Agreement to January 31, 2022, make certain amendments to the special rights and restrictions to be attached to the subordinate voting shares ("SVS") and preferred multiple voting shares ("MVS") to be created in connection with the Qualifying Transaction (the "Special Rights"), amended the stock split to be undertaken by the Company in connection with the Qualifying Transaction from 5:1 to 2:1 (the "Split"), and agreed to certain amendments generally to accommodate the Financings (as defined below). The amended Special Rights and Split ratio will be subject to shareholder approval at a special meeting of the shareholders of the Company to be held on December 14, 2021 (the "Meeting"). Aphelion has prepared an information circular in connection with the Meeting, a copy of which is available on the Company's SEDAR profile. The Parties may further amend the terms of the Merger Agreement or with respect to the Qualifying Transaction as may be required and agreed upon in order to complete the Qualifying Transaction. Concurrent Financings In connection with the Qualifying Transaction, Aphelion, Edge and FundCo have entered into an engagement letter dated September 29, 2021 with Canaccord Genuity Corp. (the "Agent"), pursuant to which each of Aphelion and FundCo will complete a brokered private placement in connection with the Qualifying Transaction. Aphelion will complete a brokered private placement of a minimum of 6,935,483 and a maximum of 9,677,419 post-Split SVS (the SVS sold under the Aphelion Financing (as defined below), an "Offered Share") at a price per Offered Share of C$0.62 (the "Financing Price") for aggregate gross proceeds of approximately between C$4,300,000 and C$6,000,000 (the "Aphelion Financing"), and FundCo will complete a brokered private placement of 1,612,903 subscription receipts of FundCo ("Subscription Receipts") at a price per Subscription Receipt equal to the Financing Price for aggregate gross proceeds of approximately C$1,000,000 (the "FundCo Financing", and together with the Aphelion Financing, the "Financings"). Upon completion of the Qualifying Transaction, the resulting issuer intends to use the net proceeds from the Financings for company growth, product development, strategic acquisitions and general corporate purposes. Aphelion Financing Closing of the Aphelion Financing will follow the completion of the Split, and each Offered Share shall be, upon issue, a post-Split SVS. Each Offered Share will be subject to a hold period of four months and one day from the date of issuance thereof. In connection with the Aphelion Financing, the Agent will be paid a cash commission equal to 7% of the gross proceeds raised under the Aphelion Financing (the "Aphelion Cash Fee") and be issued such number of share purchase warrants (the "Aphelion Agents' Warrants") as is equal to 7% of the Offered Shares sold under the Aphelion Financing. Each Aphelion Agents' Warrant will entitle the holder to acquire one SVS at the Financing Price for a period of twentyᅊfour months following the date of issuance thereof. The Aphelion Financing shall be completed concurrently or immediately before the closing of the Qualifying Transaction and shall be following the completion of the Split. FundCo Financing Each Subscription Receipt will automatically be converted, without payment of any additional consideration and without any further action on the part of the holder thereof, into one common share in the capital of FundCo (a "FundCo Share"), upon satisfaction of certain escrow release conditions (the "Escrow Release Conditions") as described in a subscription receipt agreement to be entered into at closing of the FundCo Financing (the "Subscription Receipt Agreement"). Each FundCo Share received by holders of the Subscription Receipts shall then be converted into one post-Split SVS in connection with the completion of the Qualifying Transaction. The gross proceeds of the FundCo Financing, less 50% of the FundCo Cash Fee (as defined below) and the cash portion of the CFF (as defined below), which will be paid upon closing of the FundCo Financing, will be deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions. If either: (i) the Escrow Release Conditions are not satisfied on or before the escrow release deadline to be stipulated in the Subscription Receipt Agreement (the "Escrow Deadline"); or (ii) prior to such Escrow Deadline, Edge or Aphelion advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be cancelled and the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement. In connection with the FundCo Financing, the Agent will be paid a cash commission equal to 7% of the gross proceeds raised under the FundCo Financing (the "FundCo Cash Fee") and be issued such number of FundCo Share purchase warrants (the "FundCo Agents' Warrants") as is equal to 7% of the Subscription Receipts sold under the FundCo Financing. If, and only if, the Escrow Release Conditions are satisfied by the Escrow Deadline, each FundCo Agents' Warrant will be exchanged for one SVS purchase warrant entitling the holder to acquire one SVS at the Financing Price for a period of twenty᩹four months following the date of issuance thereof. In addition, Aphelion and FundCo will pay the Agent a $150,000 corporate finance fee (the "CFF") upon closing of the FundCo Financing, with 50% of the CFF payable in cash and 50% of the CFF payable in FundCo Shares at a deemed price per FundCo Share equal to the Financing Price. The FundCo Financing shall be completed on such date to be determined between FundCo and the Agent. Closing Assuming all conditions to the closing of the Qualifying Transaction are satisfied, the Parties anticipate closing the Qualifying Transaction in December, 2021. In due course, the parties will issue a further press release announcing the closing of the Qualifying Transaction and the date on which the common shares of the Company will resume trading. In connection with the Qualifying Transaction, and subject to the receipt shareholder approval of the Company of certain resolutions proposed for adoption at the Meeting, the Company will, among other things, change its name to "Edge Total Intelligence Inc.", split its issued and outstanding common shares on the basis of 1 pre-split common share for every 2 post-split common shares, redesignate its common shares as SVS, create a new class of MVS, and assign special rights and restrictions to each of the SVS and MVS. The Qualifying Transaction does not require the consent of the shareholders of the Company ("Shareholders"), however certain transactions required to consummate the Qualifying Transaction requires the approval of the Shareholders, which will be sought at the Meeting. Additional Information The Qualifying Transaction is not a "Non-Arm's Length Transaction" (as defined in the Policies of the TSXV), and as such shareholder approval is not required for the Qualifying Transaction under the Policies of the TSXV. Trading in the common shares of the Company is presently halted and will remain halted until completion of the Qualifying Transaction. Completion of the Qualifying Transaction is subject to a number of conditions and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all. For further information, please refer to the Filing Statement and the information circular of the Company in respect of the Meeting posted to the Company's issuer profile on SEDAR at www.sedar.com. About Edge Edge Technologies, Inc. was incorporated on July 29, 1993 under the laws of the State of Virginia, United States of America. Edge is a software company based in Arlington, Virginia, United States of America and provides a Connected Intelligence Platform that enriches the usefulness of existing data and systems such as RPA, BI, ERP, ITSM, CRM, and BPM and delivers real-time, secure, connected, role-based data aggregation, digital process orchestration, and information visualization - helping enterprises experience significantly improved returns. For more information, visit www.edge-technologies.com. About Aphelion The Company was incorporated under the Business Corporations Act (British Columbia) on January 10, 2019 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. The Company has no commercial operations and no assets other than cash. Forward-Looking Statements Disclaimer and Reader Advisory Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Aphelion assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Aphelion. Additional information identifying risks and uncertainties is contained in filings by Aphelion with the Canadian securities regulators, which filings are available at www.sedar.com. Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. The Aphelion common shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Aphelion is a reporting issuer in Alberta, British Columbia, and Ontario. On behalf of the Board of Directors of Aphelion "Seth Kay" Seth Kay, Director For more information about Aphelion, please contact Seth Kay, Director, at (778) 855-7384 or sethbkay@gmail.com.

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