Mr. Seth Kay reports
APHELION CAPITAL CORP. PROVIDES UPDATE REGARDING PRIVATE PLACEMENT
Further to Aphelion Capital Corp.'s news release dated Nov. 15, 2021, certain of the terms to the brokered private
placement to be undertaken by Aphelion in connection with its qualifying transaction
with Edge Technologies Inc. have been updated. The new terms to the Aphelion
financing are summarized below. All terms with respect to the brokered private placement financing to be
undertaken by Aphelion FundCo Inc. remain unchanged.
In connection with the Qualifying Transaction, assuming receipt of shareholder approval and prior to the closing of
the Aphelion Financing, Aphelion is expected to complete a stock split (the "Split") of the common shares of
Aphelion ("Aphelion Shares") on the basis of two post-Split Aphelion Shares for each one currently outstanding
pre-Split Aphelion Share.
Pursuant to the Aphelion Financing and following the Split, Aphelion will complete a brokered private placement of
a minimum of 6,935,483 and a maximum of 9,677,419 post-Split Aphelion Shares (the Aphelion Shares 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.
In connection with the Aphelion Financing, the agent to the Aphelion Financing will be paid a cash commission of
up to 7% of the gross proceeds raised under the Aphelion Financing and be issued such number of share purchase
warrants (the "Aphelion Agents' Warrants") of up to 7% of the Offered Shares sold under the Aphelion Financing.
Each Aphelion Agents' Warrant will entitle the holder to acquire one post-Split Aphelion Share at the Financing
Price for a period of twenty-four 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.
In connection with the Qualifying Transaction, following completion of the Aphelion Financing, and assuming
receipt of shareholder approval of certain resolutions proposed for approval by the shareholders of the Company at
the special meeting of the shareholders of the Company to be held on December 14, 2021 (the "Meeting") and any
requisite regulatory approvals, as set out in the management information circular of Aphelion prepared in connection
with the Meeting, a copy of which is available on the Company's SEDAR profile at SEDAR (the
"Circular"), the Company proposes to reclassify its post-Split Aphelion Shares (including the Aphelion Shares sold
under the Aphelion Financing) as subordinate voting shares ("SVS") and assign certain special rights and
restrictions thereto as set out in the Circular. Following such reclassification, each Aphelion Agents' Warrant shall
be exercisable for one SVS for each one post-Split Aphelion Share previously issuable upon exercise of each
Aphelion Agents' Warrant.
Upon completion of the Qualifying Transaction, the resulting issuer intends to use the net proceeds from the
Aphelion Financing for company growth, product development, strategic acquisitions and general corporate
There is no material fact or material change about Aphelion that has not been generally disclosed.
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
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 of Aphelion dated November 12, 2021 and the Circular
posted to the Company's issuer profile on SEDAR.
Edge Technologies, Inc. was incorporated on July 29, 1993 under the laws of the State of Virginia, United States of
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.
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.
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