Toronto, Ontario--(Newsfile Corp. - October 21, 2024) - EVP Capital Inc., an Ontario corporation (TSXV: EVP.P) ("EVP Capital"), is pleased to announced that is has received conditional approval from the TSX Venture Exchange ("TSXV") for its previously announced statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) whereby SEL AcquisitionCo Inc. ("Merger Sub"), a Delaware incorporated wholly-owned subsidiary of EVP Capital, will acquire all of the issued and outstanding shares of Sharp Edge Labs, Inc., an arm's length Delaware corporation ("Sharp Edge"), by way of merger conducted under the Delaware General Corporation Law pursuant to which Merger Sub will merge with and into Sharp Edge (together, the "Arrangement"). The Arrangement constitutes a "Qualifying Transaction" under TSXV Policy 2.4 - Capital Pool Companies. Upon completion of the Arrangement, EVP Capital's share will be listed as a Tier 2 Life Sciences Issuer on the TSXV. The TSXV approval is subject to a number of conditions, including completion of a financing by Sharp Edge for proceeds of US$5,000,000 (which was satisfied on October 18, 2024), EVP Capital shareholder approval at the Meeting (as defined below), requisite approval of the Sharp Edge's shareholders, receipt of final Court approval for the Arrangement, and other customary conditions for a transaction of this nature.

EVP Capital is also pleased to announce that it received an interim order (the "Interim Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") to authorize that the annual and special meeting of shareholders of EVP Capital to approve the Arrangement (the "Meeting") be held on December 6, 2024 at 12:00 p.m. (Toronto time) (unless adjourned or postponed to a later date). The Arrangement must be approved by at least two-thirds (66 ²/₃%) of votes cast by EVP Capital's shareholders present or represented by proxy and entitled to vote at the Meeting. Shareholders of record as of the close of business on November 1, 2024 are entitled to receive notice of, to participate in and to vote their shares of EVP Capital at the Meeting. The management proxy circular (the "Circular") and related proxy materials in respect of the Meeting will be filed and available under EVP Capital's profile on SEDAR+ at www.sedarplus.ca on or about November 1, 2024. The Circular and related materials will also be mailed to option and warrant holders of Sharp Edge and EVP Capital. Details of the Meeting and how shareholders or their duly appointed proxyholders can attend, access and participate in the Meeting will be set out in the Circular.

Subject to the satisfaction of such conditions, the Arrangement is anticipated to be completed on or before December 13, 2024. EVP Capital has obtained voting support agreements from certain of its shareholders representing approximately 61.8% of the issued and outstanding shares of EVP Capital, pursuant to which such EVP Capital shareholders will vote their shares at the Meeting in favour of the Arrangement and any actions required in furtherance of the actions contemplated thereby.

About EVP Capital

For further information contact:

EVP Capital Inc.
Lorne Sugarman
President and Chief Executive Officer
Telephone: (416) 616-0846
Email: lorne.sugarman@gmail.com

About Sharp Edge

For further information contact:

Sharp Edge Labs, Inc.
Scott Sneddon, Ph.D., J.D
Chief Executive Officer
Telephone: 412-475-9733
Email: scott@sharpedgelabs.com

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to EVP Capital or Sharp Edge, including the closing of the Arrangement and any other transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect EVP Capital's current views and intentions with respect to future events, and current information available to EVP Capital, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including EVP Capital receiving approval of the Arrangement from the shareholders of EVP and final approval from the TSXV, and Sharp Edge receiving stockholder approval for the merger constituting part of the Arrangement. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect EVP Capital in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, EVP Capital does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and EVP Capital undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about EVP Capital and management, as well as financial statements.

NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227206