/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, March 21, 2019 /CNW/ - Axion Ventures Inc.
("Axion Ventures" or the "Company") (TSX VENTURE: AXV; OTCQX:
AXNVF) announces completion of a cross distribution and private
placement previously announced on February
22, 2019, pursuant to which Cern One Limited ("Cern One"), a
control person of Axion Ventures, has sold 5,750,000 common shares
at a price of $1.00 per share over
the facilities of the TSX Venture Exchange Inc. (the "TSXV") (the
"Cross") and used 100% of the proceeds to acquire the same number
of common shares from the Company at the same price per share (the
"Private Placement").
PI Financial Corp. provided capital markets advisory services to
the Company in connection with the Cross, and a syndicate of
agents, led by PI Financial and including Haywood Securities Inc.,
Beacon Securities Limited, Eight Capital, and Macquarie Capital
Markets Canada Ltd. (together, the "Agents") provided
customary agency services to the Company in connection with the
Private Placement. The Company paid the Agents a cash commission
equal to 6.0% of the aggregate proceeds of the Private Placement
and no fees were paid by either Cern One or the Company in
connection with the Cross.
The Company intends to use the net proceeds of the Private
Placement for the development and continued commercial expansion of
the Company's flagship game, Rising Fire, development and
publishing of other titles in its portfolio, and general working
capital purposes. The common shares issued pursuant to the Private
Placement are subject to a four month hold period from the date of
closing.
The issuance of common shares to Cern One pursuant to the
Private Placement is considered to be a related party transaction
subject to TSXV Policy 5.9 and Multilateral Instrument 61-101. Cern
One intends to rely on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections
5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis
that participation in the Private Placement by Cern One will not
exceed 25% of the fair market value of Axion Ventures' market
capitalization. The Private Placement has been approved by the
board of directors of the Company.
The Private Placement is subject to final approval of the
TSXV.
This press release will not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of the
securities in any state in which such offer, solicitation, or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United
States Securities Act of 1933, as amended, and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the
United States Securities Act of 1933, as amended, and
applicable state securities laws.
About Axion Ventures
Axion Ventures is an Investment Issuer with majority ownership
in Axion Games, an online video game development and publishing
company headquartered in Shanghai,
China as well as in True Axion Interactive Ltd., its video
game development company headquartered in Bangkok, Thailand cofounded with True
Corporation. Axion Ventures also maintains holdings in other
innovative technology companies.
www.axionventures.com
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.
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 include but are not
limited to statements regarding the use of proceeds and 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.
SOURCE Axion Ventures Inc.