03:14:52 EDT Sat 25 Jun 2022
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Edge Total investor Lotus acquires voting shares

2022-01-14 22:18 ET - News Release

Mr. Christian Mack reports

ACQUISITION OF SECURITIES OF EDGE TOTAL INTELLIGENCE INC. (FORMERLY APHELION CAPITAL CORP.)

This news release is replacing the early warning press release issued Dec. 24, 2021. Christian Mack and David Roman, each a director of Edge Total Intelligence Inc. (formerly Aphelion Capital Corp.), have acquired control over 9,787 multiple voting shares (MVS) of the company and 1,935,484 subordinate voting shares (SVS) of the company in connection with the company's recently completed reverse takeover by Edge Technologies Inc. and the brokered private placement of common shares (which were subsequently converted into SVS) of the company.

The MVS and SVS controlled by Mr. Mack and Mr. Roman were issued to Lotus Domaine III LP. The SVS was issued in connection with Lotus's participation in the financing for 1,935,484 shares at a price per share of 62 cents for aggregate consideration of $1,200,000.08. The MVS was issued in exchange for shares of Edge for aggregate deemed consideration of $6,067,940 (or $620 per MVS). Mr. Mack and Mr. Roman each exercise control and direction over the MVS and SVS held by Lotus. Each MVS entitles the holder thereof to convert such MVS into 1,000 SVS at any time for no additional consideration, subject to certain conditions.

As a result of the RTO and the financing, Mr. Mack and Mr. Roman have control and direction over 9,787 MVS and 1,935,484 SVS, representing approximately 36.79 per cent of the issued and outstanding MVS and 12.75 per cent of the SVS, respectively, each on a non-diluted basis. Prior to the closing of the RTO and the financing, Lotus, Mr. Mack and Mr. Roman each held nil securities of the company.

The securities referred to above were acquired in connection with the RTO and the financing, and Mr. Mack, Mr. Roman and/or Lotus may, depending on market and other conditions, increase or decrease ownership of MVS, SVS or other securities of the company whether in the open market, by privately negotiated agreement or otherwise.

A copy of the early warning report to which this news release relates can be obtained from Mr. Mack at 949-436-6225 or on the company's SEDAR profile.

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