Edge Total Intelligence Inc. — Capital/Financing Update 2021

Jan 8, 2021

APHELION CAPITAL CORP. PROVIDES UPDATE TO QUALIFYING TRANSACTION WITH ETI TECHNOLOGIES, INC.

Vancouver, British Columbia , January 8, 2021, Aphelion Capital Corp. (TSXV: APHE.P) (the “ Company ”) announces that, further to its news release dated August 13, 2020, it has entered into an amended arm’s-length letter of intent dated January 6, 2021 (the “ Amended LOI ”) with ETI Technologies, Inc. (“ ETI ”) to its arm’s-length letter of intent (the “ LOI ”) dated August 7, 2020, in connection with a proposed combination of the business of ETI with the Company. The Amended LOI outlines the terms and conditions pursuant to which the Company and ETI will complete a transaction that will result in a reverse take-over of the Company by ETI (the “ Proposed Transaction ”). The Proposed Transaction will be an arm’s length transaction, and, if completed, will constitute the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “ Exchange ”)). Upon completion of the Proposed Transaction, the resulting issuer (the “ Resulting Issuer ”) will carry on the business of ETI, and intends to list as a technology issuer on the Exchange.

Proposed Transaction Summary

The Proposed Transaction is expected to be structured by way of a share exchange, merger, amalgamation, arrangement or other similar business combination as agreed to by the parties. As part of the Proposed Transaction, the shareholders of ETI will receive approximately 66,500,000 preferred shares in the capital of the Company (such preferred shares to be created at a special meeting of the shareholders of the Company to be held in advance of closing and having a liquidation preference of US$1.00 per preferred share) in exchange for their shares of ETI. The Proposed Transaction may be structured in any manner agreed to between the Company and ETI and the final structure is subject to the receipt of tax, corporate and securities law advice by both the Company and ETI. The parties currently anticipate entering into a definitive agreement in respect of the Proposed Transaction on or around January 28, 2021, or as otherwise agreed to by the parties.

In connection with the Proposed Transaction, the Company shall complete a private placement (the “ Private Placement ”) financing of not less than CAD$5,000,000 at a price per security of not less than CAD$0.25, or such other terms as may be agreed between the Company and ETI, on a best efforts basis to be arranged by such broker as may be agreed to between the Company and ETI.

The Proposed Transaction is subject to a number of conditions, including but not limited to, the parties successfully entering into a definitive agreement in respect of the Proposed Transaction, the completion of the Private Placement, receipt of all necessary approvals, including the approval of the Exchange and shareholder approval with respect to the creation of the preferred shares, and certain other closing conditions, including the completion of satisfactory due diligence by the Company.

Additional information regarding the Proposed Transaction will be set out in a comprehensive filing statement (the “ Filing Statement ”) which will be filed with the Exchange and posted on the Company’s profile on SEDAR (www.sedar.com).

Directors, Officers and Other Insiders of the Resulting Issuer

The directors and officers of the Resulting Issuer will be determined at a later date or upon completion of the Proposed Transaction and at which time a further news release will be issued in accordance with the policies of the Exchange.

Sponsorship

Sponsorship of a qualifying transaction of a Capital Pool Company is required by the Exchange unless exempt in accordance with the Exchange policies. The Company is currently reviewing the requirements for sponsorship and anticipates applying for an exemption from the sponsorship requirements pursuant to the Exchange policies. However, there is no assurance that the Company will obtain this exemption.

Trading in the Company Common Shares

Trading in the Company’s common shares has been halted in compliance with the policies of the Exchange,

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and will remain halted pending the review of the Proposed Transaction by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in the Company’s common shares will not resume prior to the closing of the Proposed Transaction.

ETI Technologies Inc.

ETI Technologies, Inc. was incorporated on July 29, 1993 under the laws of the State of Virginia, United States of America.

ETI 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.

Aphelion Capital Corp.

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 Exchange) listed on the Exchange. The Company has no commercial operations and no assets other than cash.

Further Information

The Company will issue additional press releases in accordance with the policies of the Exchange providing further details in respect of the Proposed Transaction, the Private Placement, the officers, directors and insiders of the Resulting Issuer and other material information as it becomes available. For further information, please contact:

Aphelion Capital Corp.

Seth Kay Chief Executive Officer and Corporate Secretary E-mail: sethbkay@gmail.com Telephone: (778) 855-7384

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or

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disapproved of the contents of this news release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and ETI with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, (ii) the timing for closing and pricing of the Private Placement, and (iii) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company and ETI’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and ETI believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forwardlooking information may be affected by risks and uncertainties in the business of the Company and ETI and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forwardlooking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and ETI have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company and ETI do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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