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Edge Total completes RTO qualifying transaction

2022-01-21 12:47 ET - News Release

Subject: Edge Total Intelligence Inc. - Request for immediate dissemination of news release Word Document File: '\\office\emailin\20220121 093853 Attachment CTRL-NR-2022-01-21.doc' 1 26925757v2 27161271v1 27503094v3 /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ FOR IMMEDIATE RELEASE TSX Venture Exchange: CTRL EDGE TOTAL INTELLIGENCE INC. (FORMERLY APHELION CAPITAL CORP.) ANNOUNCES FINAL EXCHANGE BULLETIN AND COMMENCEMENT OF TRADING January 21, 2022 - Vancouver, British Columbia - Edge Total Intelligence Inc. (formerly Aphelion Capital Corp.) (the "Company") is pleased to announce that the TSX Venture Exchange (the "TSXV") has published its final exchange bulletin (the "Bulletin") in connection with the Company's previously announced qualifying transaction resulting in the reverse takeover of Aphelion Capital Corp. (previously TSXV: APHE.P) by Edge Technologies, Inc. ("Edge") (the "Qualifying Transaction"). Following completion of the Qualifying Transaction, the Company is listed as a Tier 1 issuer on the TSXV and trading in the Company's subordinate voting shares ("SVS") on the TSXV is expected to commence at market open on January 24, 2022 under the trading symbol "CTRL". Further to the filing statement of the Company dated November 12, 2021 (the "Filing Statement"), a copy of which is available on the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com ("SEDAR"), upon completion of the Qualifying Transaction: (i) an aggregate of 4,000,000 SVS are subject to escrow in accordance with a CPC Escrow Agreement (the "CPC Escrow Agreement") with the TSX Venture Exchange (the "TSXV") and TSX Trust Company, as escrow agent; (ii) an aggregate of 7,181,774 SVS are subject to a restricted period of four months and one day expiring on April 24, 2022 pursuant to National Instrument 45-102 - Resale of Securities; (iii) an aggregate of 26,600 preferred multiple voting shares of the Company ("MVS") are subject to contractual escrow for a period of up to forty-four months from the date of the Bulletin; and (iv) an aggregate of 15,744 are subject to escrow ("Value Escrow") in accordance with a TSXV Form 5D Tier 1 Value Security Escrow Agreement with TSX Trust Company, as escrow agent, a copy of which is available on the Company's profile on SEDAR. Changes in the amount of securities subject to Value Escrow from the disclosure contained in the Filing Statement primarily resulted from transactions effected by Edge between the date of the Filing Statement and the effective time of the Qualifying Transaction. For additional information regarding the Qualifying Transaction, see the Company's Filing Statement and the Company's news release dated December 24, 2021, both of which are available on the Company's profile on SEDAR. About the Company Edge Total Intelligence is a leader in real-time digital operations - delivering increased operational resilience, agility, and efficiency. The Company's low-code rapid development software, edgeCore(TM), securely unifies control and intelligence without creating new data stores or uprooting existing systems. Configurable pipelines and visualizations transform siloed systems into composable operations that meet the unique needs of users and evolving business situations. For more information, visit www.edgeti.com. 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. the Company 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 the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. On behalf of the Board of Directors of the Company "Jim Barrett" Jim Barrett, Director For more information about the Company, please contact Jim Barrett, Director, at 888-771-3343 or ir@edgeti.com.

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