Vancouver, British Columbia--(Newsfile Corp. - April 1, 2021) - Axion Ventures Inc. (TSXV: AXV) (OTC Pink: AXNVF) ("Axion" or the "Company") is pleased to announce that it has been issued a partial revocation order (the "CTO Partial Revocation Order") by the British Columbia Securities Commission (the "BCSC") on March 30, 2021 to allow Axion to enter into a convertible debenture investment agreement (the "Investment Agreement") with KUAM (Hong Kong) Investment 01 Ltd. ("KUAM") for up to C$20 million by way of unsecured convertible debentures (the "Debentures") and to complete an initial tranche of C$8,000,000 (the "Initial Tranche") thereunder. This Investment Agreement will replace the non-brokered private placement of C$7 million financing that the Company arranged and announced on July 30, 2020.
The Investment Agreement provides that principal amount of the Debenture will accrue interest at the rate of 4% per annum and the Debenture will be convertible to common shares in Axion at KUAM's discretion until maturity at the conversion price that is equal to the higher of $0.20 per share and the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange") at the time when the Debenture is issued for each tranche. KUAM has agreed separately that it will not seek any discount to the Market Price in the determination of conversion price of the Debenture.
The closing of the Initial Tranche is subject to approval of the Exchange. The Debenture and all securities of the Company issued pursuant to closing of the Initial Tranche will be subject to a four month hold period from the closing. Subject to Exchange approval, KUAM agrees to subscribe for two (2) additional tranches of Debentures in mutually agreeable principal amounts per tranche when requested by Axion over a twelve (12) month period.
Following completion of the Initial Tranche, Axion intends to apply to the BCSC for a full revocation of the Cease Trade Order when it has complied with its continuous disclosure obligations.
The completion of the Initial Tranche will constitute a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), given that Yasuyo Yamazaki, the Executive Chairman of Axion, is the President and controlling shareholder of KUAM. On completion of the Initial Tranche, assuming that KUAM converts the full amount of the Convertible Debenture issuable under the Initial Tranche, Mr. Yamazaki would control 14.54% of Axion's issued common shares.
The Securities Commission also issued a partial revocation order to permit John Todd Bonner and others affiliated with Mr. Bonner to transfer Axion shares controlled by Mr. Bonner or shareholders affiliated with Mr. Bonner to shareholders who have asserted that they are the true beneficial owners of over 44 million of those shares in the Company.
Finally, the Company wishes to remind all of its shareholders that our Annual General and Special Meeting of Shareholders will be taking place on April 15, 2021 and that the information circular and proxy have been mailed to all shareholders and have been posted under the Company's profile on SEDAR at https://www.sedar.com. People who hold their shares through intermediaries (such as brokers) should contact their brokers to ensure that, if they are entitled to vote at the meeting, their votes will be counted. If you require assistance in voting your shares, please contact the Company at info@axionagm.com.
For further information:
Axion Ventures Inc.
Grant Kim
Interim Chief Executive Officer
info@axionagm.com
Cautionary Statement Regarding Forward-Looking Information
This news release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. All information contained herein that is not historical in nature may constitute forward-looking information. Forward-looking statements herein are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements.
Neither the 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.
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