Edge Total Intelligence Inc. — AGM Information 2021

May 12, 2021

APHELION CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General and Special Meeting of Shareholders of Aphelion Capital Corp. (the “ Company ”) will be held in a fully virtual format on June 4 , 2021, at 10:00 a.m. (Pacific Time) (the “ Meeting ”) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2020, together with the report of the auditor thereon;

2. to fix the number of directors of the Company to be elected at four (4);

3. to elect directors of the Company for the ensuing year;

4. to appoint Smythe LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

5. to approve the Company’s 10% ‘rolling’ Stock Option Plan for the ensuing year, as set forth in the Amended and Restated Management Information Circular accompanying this Notice;

6. to approve, a special resolution, the full text of which is set forth in the accompanying amended and restated management information circular dated May 7, 2021 (the “ A&R Information Circular ”), authorizing the change of name of the Company to “Edge Total Intelligence Inc.” or such other name as the board of directors of the Company (the “ Board ”) in connection with the completion of the Company’s Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the “ TSXV ”)) with Edge Technologies, Inc. (“ ETI ”) pursuant to a merger agreement dated March 3, 2021 among the Company, ETI, Electric Acquisition Corp., a wholly owned subsidiary of the Company, Aphelion FundCo Inc., and 1289571 B.C. Ltd., a wholly owned subsidiary of the Company (the “ QT ”);

7. to approve, a special resolution, the full text of which is set forth in the A&R Information Circular, approving:

   • (a) an amendment to the Company’s articles and notice of articles, and any other changes as may be required to conform with the requirements of applicable laws, including the Business Corporations Act (British Columbia) (the “ BCBCA ”), to reclassify the common shares of the Company as subordinate voting shares (the “ Pre-Split Subordinate Voting Shares ”) and amend the terms of the articles relating to such Pre-Split Subordinate Voting Shares, such that they will have the special rights and restrictions described under the heading “Summary Share Terms” in the accompanying A&R Information Circular; and

   • (b) an amendment to the Company’s articles and notice of articles, and any other changes as may be required to conform with the requirements of applicable laws, including the BCBCA, as applicable, to alter the authorized share capital of the Company to create a new class of preferred multiple voting shares without par value (the “ Preferred Multiple Voting Shares ”) having the special rights and restrictions described under the heading “Summary Share Terms” in the accompanying A&R Information Circular and assigning the special rights and restrictions attached hereto to such Preferred Multiple Voting Shares;

8. subject to and effective concurrent with the completion of the QT, to fix the number of directors of the Company at such time at seven (7);

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1. subject to and effective concurrent with the completion of the QT, to elect directors of the Company to take office at such time;

2. subject to and effective concurrent with the completion of the QT, to approve, a special resolution, the full text of which is set forth in the A&R Information Circular, approving the split (the “ Split ”) of the Pre-Split Subordinate Voting Shares by a ratio of one (1) Pre-Split Subordinate Voting Share to five (5) post-Split Subordinate Voting Shares;

3. to approve, an ordinary resolution of disinterested shareholders, the full text of which is set forth in this A&R Information Circular, authorizing the Company to remain on the TSXV in the event a Qualifying Transaction (as defined in the policies of the TSXV) is not completed within the original twenty-four (24) month time limit;

4. to approve, an ordinary resolution of disinterested shareholders, the full text of which is set forth in this A&R Information Circular, to authorize the Company to enter into an amending agreement to amend the escrow release terms under the escrow agreement dated November 26, 2019 among the Company, TSX Trust Company and each of the underlying security holders of the Company, to reflect the new escrow release terms set in the TSXV’s amended CPC policy; and

5. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

This Notice is accompanied by the A&R Information Circular, either a form of proxy for registered shareholders or a voting instruction form for beneficial (non-registered) shareholders and a Financial Statement Request Form. Please review the accompanying A&R Information Circular before voting as it contains important information about the Meeting and is deemed to form part of this notice.

Shareholders who are unable to attend the Meeting in person are requested to read the information on the enclosed form of proxy or voting instruction form and vote by telephone, on the internet or by completing and returning the enclosed form of proxy or voting instruction form in accordance with the instructions set out therein.

A registered shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit a duly executed form of proxy with the Company’s transfer agent and registrar, TSX Trust Company, by 10:00 a.m. (Pacific Time) on June 2, 2021, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting.

If you are a beneficial (non-registered) shareholder receiving these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary.

The record date for the determination of those shareholders entitled to receive the Notice of, and to vote at, the Meeting and any adjournment or postponement, is the close of business on April 5, 2021.

We value your opinion and participation in the Meeting as a shareholder of Aphelion Capital Corp.

In view of the current and rapidly evolving COVID-19 outbreak, the Company will be holding the Meeting virtually. To be admitted to the Meeting use the following link:

https://zoom.us/j/94674677634

Shareholders and duly appointed proxyholders will be able to attend the Meeting, submit questions and vote at the Meeting by roll-call, or such other method as may be determined by the Company, by following the instructions in the attached A&R Information Circular. The Company encourages Shareholders to vote their Shares by proxy not later than (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.

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In the event of a strike, lockout or other work stoppage involving postal employees, all documents required for delivery by the Shareholder should be delivered by facsimile to TSX Trust Company as registrar and transfer agent of the Company at (416) 595-9593. DATED at Vancouver, British Columbia, this 7[th] day of May, 2021.

By Order of the Board of Directors

“Seth Kay” Seth Kay Chief Executive Officer, President and Director

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