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Edge Total qualifying transaction

2022-01-20 18:38 ET - Qualifying Transaction

The TSX Venture Exchange has accepted for filing the qualifying transaction of Edge Total Intelligence Inc. (previously named Aphelion Capital Corp.), as described in its filing statement dated Nov. 12, 2021. As a result, effective at the opening on Monday, Jan. 24, 2022, the trading symbol for the company will change from CTRL.P to CTRL and the company will no longer be considered a capital pool company (CPC). The qualifying transaction includes the following matters, all of which have been accepted by the exchange.

Acquisition of Edge Technologies Inc. (ETI)

On March 3, 2021, the company entered into a merger agreement, as amended, with ETI, Electric Acquisition Corp. (the U.S. subco), a wholly owned subsidiary of the company, Aphelion FundCo Inc. and 1289571 B.C. Ltd. (the B.C. subco), a wholly owned subsidiary of the company, pursuant to which, the B.C. subco amalgamated with Aphelion FundCo and the U.S. subco amalgamated with ETI. The amalgamations were completed concurrently and were each structured as a three-cornered amalgamation, and, as a result, the amalgamated corporations resulting from each amalgamation became wholly owned subsidiaries of the company at the time of the completion of the amalgamations. As consideration for the acquisition, the company issued 26,600 preferred multiple voting shares (MVSs), which are convertible into an aggregate of 26.6 million subordinated voting shares (SVSs) of the resulting issuer.

Prior to closing of the QT, pursuant to resolutions passed by shareholders at the company's annual and special meeting held on June 4, 2021, the company changed its name from Aphelion Capital to Edge Total Intelligence, and shareholders approved a special resolution to create the special rights and restrictions attached to the SVSs. These rights and restrictions were subsequently amended at the special meeting of the shareholders of the company held on Dec. 4, 2021. The SVSs commenced trading in substitution for the common shares of the company at the opening on Dec. 24, 2021 (see the exchange's bulletin dated Dec. 22, 2021 for further information).

In connection with the QT, Aphelion FundCo completed a private placement financing of approximately 1,612,903 subscription receipts of Aphelion FundCo at a price per Aphelion FundCo subscription receipt of 62 cents for aggregate gross proceeds of approximately $1-million. On closing of the QT, each Aphelion FundCo subscription receipt was exchanged for a subordinate voting share of the resulting issuer.

For further information on the QT and a full description of the rights and restrictions of the MVSs and the SVSs, see the filing statement, the management information circular of the company dated Nov. 5, 2021, and the news release dated Dec. 24, 2021, which are available under the company's profile on SEDAR.

Company tier reclassification

In accordance with Policy 2.5, the company has met the requirements for a Tier 1 company. Therefore, effective at the opening on Monday, Jan. 24, 2022, the company's tier classification will change from Tier 2 to Tier 1.

The company is classified as a technology company.

Capitalization:  unlimited SVSs with no par value, of which 16,919,644 SVSs are issued and outstanding

Escrowed shares:  26,600 MVSs subject to an 18-month staged release pursuant to a Tier 1 value securities escrow agreement and a 44-month contractual lock-up period from completion of the qualifying transaction; an additional four million SVSs remain subject to the capital pool company (CPC) escrow agreement

Transfer agent:  TSX Trust

Trading symbol:  CTRL (new)

Cusip No.:  279874 10 1 (unchanged)

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