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Edge Total Intelligence Inc. — Declaration of Voting Results & Voting Rights Announcements 2021
Jun 4, 2021
47820_rns_2021-06-04_0517736b-d69a-4802-aacc-6103dacaf90f.pdf
Declaration of Voting Results & Voting Rights Announcements
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APHELION ANNOUNCES AGSM RESULTS
Vancouver, British Columbia – June 4, 2021 – Aphelion Capital Corp. ( TSXV: APHE.P ) (the “ Company ” or “ Aphelion ”) is pleased to announce that shareholders of the Company (the “ Shareholders ”) approved all matters presented at the Company’s Annual General and Special Meeting of Shareholders held June 4, 2021 (the “ Meeting ”) by the requisite majorities as set out in the Company’s amended and restated information circular dated May 7, 2021 (the “ Circular ”). 3,312,000 common shares of the Company representing approximately 85.257% of the Company’s issued and outstanding common shares as at the record date were voted.
At the Meeting, Shareholders passed resolutions related to the following, all as further set out in the Circular:
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Fixing the number of directors of the Company at four (4).
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The election of the director nominees set forth in the Circular, being Seth Kay, Zayn Kalyan, Craig Taylor, and Mahdi Shams.
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The appointment of Smythe LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and the authorization of the directors of the Company to fix the auditors remuneration.
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The approval of the Company’s 10% ‘rolling’ stock option plan as set forth in the Circular and available under the Company’s corporate profile on SEDAR (www.sedar.com).
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The approval of the Company’s proposed name change from Aphelion Capital Corp. to Edge Total Intelligence Inc., or such other acceptable name to the registrar, the TSXV, and as the Company’s board of directors determine is appropriate upon the completion of the proposed qualifying transaction as outlined in the Circular.
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Amending the Articles and Notice of Articles of the Company as required by the proposed qualifying transaction, to create and issue a new class of preferred multiple voting shares, and to amend the existing common shares to re-designate them as subordinate voting shares, and to assign special rights and restrictions to each such class of shares.
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Fixing the number of directors of the Company, post-qualifying transaction at seven (7).
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The election of the post-qualifying transaction director nominees set forth in the Circular, being Seth Kay, James Barrett, Christian Mack, David Roman, Jason James, Edward Mede, and Steve Owings.
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The share split of the Company as required by the qualifying transaction, as outlined in the Circular.
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The application of the Company to the TSXV to continue to be listed on the TSXV and avoid being transferred to the NEX in the event that the Company does not complete a qualifying transaction in the 24 month timeline.
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The amendments to the release schedule of the shares held under the escrow agreement that exists between the Company and TSX Trust Company.
The Circular was mailed to the Shareholders of the Company and is available under the Company’s corporate profile on SEDAR (www.sedar.com).
About Aphelion
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 TSX Venture Exchange (the “ Exchange ”)) listed on the Exchange. The Company has no commercial operations and no assets other than cash.
Neither 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.
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. Aphelion 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 Aphelion. Additional information identifying risks and uncertainties is contained in filings by Aphelion with the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Company’s proposed transaction with Edge Technologies, Inc. (the “ Proposed Transaction ”) is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The Company’s shares will remain halted until such time as permission to resume trading has been obtained from the Exchange. Aphelion is a reporting issuer in Alberta, British Columbia, and Ontario.
On behalf of the Board
“Seth Kay”
Seth Kay, Director
For more information about Aphelion, please contact Seth Kay, Director, at (778) 855-7384 or [email protected].