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VANCOUVER, July 19, 2018 /CNW/ - Axion Ventures Inc. ("Axion Ventures" or the "Company") (TSXV: AXV) announced today that, it has closed a non-brokered private placement (the "Financing") of convertible debentures (each, a "Debenture"), pursuant to which it has issued Debentures in the principal amount of US$3 million. The Debentures are convertible into common shares (each, a "Share") of the Company at a conversion price of CDN$0.90 per Share. The Debentures mature two (2) years from the date of the closing of the Financing (the "Maturity Date") and bear interest (the "Interest") at the rate of 8% per annum, payable annually.
At any time after the date which is one year after the issue date, the then outstanding principal amount may be prepaid in whole or in part upon payment from the Company to the holder of an amount equal to 130% of the then outstanding principal (which amount includes payment of any accrued and unpaid Interest). The holder has the option to exercise the Holder's rights of conversion for a period of 30 days after receipt of notice from the Company regarding prepayment. In addition, instead of converting into Shares of the Company, the holder can elect to convert principal into shares of one of the Company's non-gaming portfolio assets at the lessor of (i) 130% the most recent price per portfolio company share paid by the Company or (ii) the effective price per portfolio company share based on the pre-money valuation of the portfolio company in the most recent arm's length financing prior to such conversion.
"With the recent launch of Rising Fire (see press release dated July 3, 2018) still in the early stages of rollout, this was an appropriate time to issue debentures that will support all business operations and provide flexibility while Rising Fire sets out to become a marquee title in the expansive and growing Chinese gaming market", said Todd Bonner, CEO and Chairman of Axion Ventures. "With Rising Fire now being distributed through the world-leading channels of Tencent, we can utilize these funds to further invest and accelerate all of our existing portfolio companies."
In connection with the Financing, the Company paid a cash finder's fee equal to 7% of the gross proceeds. The Financing is subject to final approval from the TSX Venture Exchange. All securities issued pursuant to the Financing are subject to a four-month hold period expiring on November 20, 2018. Proceeds from the Financing are expected to be used for portfolio company funding and for general working capital.
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., a video game development company headquartered in Bangkok, Thailand and cofounded with True Corporation. Axion Ventures also maintains holdings in other innovative technology companies.
Axion Ventures Inc. is listed on the TSX Venture Exchange under the symbol (TSXV: AXV).
Certain statements contained in this press release may constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "proposed" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the potential of Rising Fire and use of proceeds from the Financing. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: general economic and business conditions; regulatory approval; and changes in regulatory regime. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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.
SOURCE Axion Ventures Inc.
For further information: Axion Ventures Inc., John Todd Bonner, Chief Executive Officer, (604) 219-2140; Matthew Sroka, Corporate Development, (604) 219-2140