/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Feb. 22, 2019 /CNW/ - Axion Ventures Inc. ("Axion
Ventures" or the "Company") (TSX VENTURE: AXV; OTCQX: AXNVF) is
pleased to announce that it intends to complete a brokered private
placement (the "Private Placement") of up to 5,750,000 common
shares ("Shares") at a price of $1.00
per Share for gross proceeds to the Company of up to $5,750,000.
Cern One Limited ("Cern One"), a control person of Axion
Ventures, will be the sole subscriber to the Private Placement. In
connection with the Private Placement, Cern One plans to complete a
cross distribution, whereby it will sell up to 5,750,000
Shares from its holdings in pre-arranged trades (the "Cross")
over the facilities of the TSX Venture Exchange Inc. (the "TSXV").
Cern One will use 100% of the proceeds from the Cross to subscribe
for Shares in the Private Placement. The price at which the Cross
is completed will be determined in the context of the
market.
The Private Placement and the Cross remain subject to all
necessary regulatory approvals, including the approval of the
TSXV.
PI Financial Corp. is providing capital markets advisory
services to the Company in connection with the Cross, and a
syndicate of agents, led by PI Financial and Haywood Securities
Inc., and including Macquarie Bank Ltd., Eight Capital, and Beacon
Securities Limited (together, the "Agents") are providing customary
agency services to the Company in connection with the Private
Placement.
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 Shares issued pursuant to the Private
Placement will be subject to a four month hold period from the date
of closing.
The issuance of 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.
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 Cross, the Private Placement,
size and pricing, the use of proceeds, receipt of requisite TSXV
and securities regulatory approvals, 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.