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Aphelion Capital closes $1-million financing

2021-12-16 13:09 ET - News Release

Mr. Seth Kay reports


Further to Aphelion Capital Corp.'s press release dated Nov. 15, 2021, Aphelion FundCo Inc. has completed a brokered private placement of 1,612,903 subscription receipts of FundCo at a price per subscription receipt equal to 62 cents for aggregate gross proceeds of approximately $1-million. Canaccord Genuity Corp. (the "Agent") acted as sole agent and sole bookrunner for FundCo in connection with the FundCo Financing, which was conducted pursuant to an agency agreement (the "Agency Agreement") dated December 16, 2021 among Aphelion, FundCo, Edge Technologies, Inc. ("Edge") and the Agent (the "Agency Agreement").

The Subscription Receipts were issued pursuant to a subscription receipt agreement dated December 16, 2021 among Aphelion, FundCo, Edge, the Agent and TSX Trust Company as subscription receipt agent (the "Subscription Receipt Agreement"). Pursuant to the terms of the Subscription Receipt Agreement, if the escrow release conditions (the "Escrow Release Conditions") attached to the Subscription Receipts are satisfied prior to January 31, 2022, or such other date as FundCo and the Agent may agree (the "Escrow Deadline"), 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"). Subsequently, in connection with the completion of the qualifying transaction of the Company with FundCo and Edge (the "Qualifying Transaction"), following the stock split of common shares of Aphelion on the basis of 2 post-split common shares for each one pre-split common share (the "Split") and the reclassification of the post-Split common shares of Aphelion into subordinate voting shares ("SVS"), each FundCo Share received by holders of the Subscription Receipts shall then be converted into one SVS in connection with the completion of the Qualifying Transaction.

Pursuant to the Agency Agreement, the Agent will be paid a cash commission of approximately $70,000.00 (the "FundCo Cash Fee") and a corporate finance fee of $150,000 (the "CFF") with 50% of the CFF paid in cash and 50% of the CFF paid by the issuance of 120,967 FundCo Shares. Additionally, if, and only if, the Escrow Release Conditions are satisfied by the Escrow Deadline, the Agent will be issued approximately 112,903 agent's warrants (the "FundCo Agents' Warrants") each exercisable to acquire one FundCo Share for a period of twenty௄four months at the Financing Price. In connection with the completion of the Qualifying Transaction, 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 twentyೊfour months following the date of issuance thereof.

The gross proceeds of the FundCo Financing, less 50% of the FundCo Cash Fee, the cash portion of the CFF and the Agent's expenses incurred in connection with the FundCo Financing, which were paid upon closing of the FundCo Financing, have been deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions pursuant to the Subscription Receipt Agreement. If either: (i) the Escrow Release Conditions are not satisfied on or before 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.

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 of the Company in respect of the Qualifying Transaction 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.

We seek Safe Harbor.

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