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

Aphelion shareholders OK all matters at Dec. 14 meeting

2021-12-14 15:06 ET - News Release

Subject: APHE.P - news release to be disseminated Word Document File: '\\office\emailin\20211214 114351 Attachment Aphelion - Post SM News Release - Dec 14 2021.DOCX' 27226449v1 27226449v1 APHELION ANNOUNCES SPECIAL MEETING RESULTS AND SHARE SPLIT Vancouver, British Columbia - December 14, 2021 - Aphelion Capital Corp. (TSXV: APHE.P) (the "Company" or "Aphelion") is pleased to announce that in connection with its qualifying transaction (the "Qualifying Transaction") with Edge Technologies, Inc. shareholders of the Company (the "Shareholders") approved all matters presented at the Company's Special Meeting of Shareholders held December 14, 2021 (the "Meeting") by the requisite majorities as set out in the Company's information circular dated November 5, 2021 (the "Circular"). 3,617,000 common shares of the Company representing approximately 90.38% of the Company's issued and outstanding common shares as at the record date were voted. At the Meeting, Shareholders passed special resolutions related to the following, all as further set out in the Circular: the approval of alterations to the special rights and restrictions to be attached to the subordinate voting shares and the preferred multiple voting shares of the Company to be created in connection with the qualifying transaction of the Company with, inter alia, Edge Technologies, Inc.; the approval of the new share split; and the approval to certain amendments to the constating documents of the Company to alter the approval requirements with respect to certain alterations to the Company. The Circular was mailed to the Shareholders of the Company and is available under the Company's corporate profile on SEDAR (www.sedar.com). Share Split Further to the Circular and the news releases of the Company dated November 29, 2021 and November 15, 2021, the Company has set the record date for the split of its common shares on the basis of two (2) post-split common shares for one (1) pre-split common share at the close of business on December 14, 2021 (the "Split"). The Split will be effected on December 15, 2021, and, subject to adjustments, the Company expects there to be 8,004,000 post-Split common shares issued and outstanding. The common shares of the Company will continue to remain halted until the Company's Qualifying Transaction has been effected and received final approval from the TSX Venture Exchange. 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 TSX Venture Exchange (the "Exchange") listed on the Exchange. The Company has no commercial operations and no assets other than cash. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 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, and the transactions to be effected in connection therewith, including, without limitation the private placement the Company, the reclassification of the Company's post-Split common shares, the name change of the Company, and the amalgamations of Edge Technologies, Inc. with a wholly owned US subsidiary of the Company and Aphelion FundCo Inc. with a wholly owned BC subsidiary of the Company, are subject to a number of conditions, including but not limited to, Exchange acceptance. 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. The TSX Venture Exchange 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 Exchange. Aphelion is a reporting issuer in Alberta, British Columbia, and Ontario. On behalf of the Board "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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