VANCOUVER, March 5, 2018 /CNW/ - Axion Ventures Inc.
("Axion Ventures" or the "Company") (TSX VENTURE: 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 approximately US$910 thousand.
"Through this funding we will continue to accelerate the development of our vast and differentiated portfolio of intellectual
property, while broadening our relationship with a venerable Japanese family with deep knowledge of the consumer entertainment
industry. Their ongoing support and expertise in the region will enhance the growth outlook for our portfolio companies as we
look to expand their access overtime into the Japanese capital markets," said Todd Bonner, CEO and
Chairman of Axion Ventures. "Rising Fire is nearing completion of closed beta two testing and is anticipated to launch soon
after, at which time it is expected to begin generating substantial commercial revenue. In the meantime, Axion Ventures remains
well positioned to continue to invest and support the development of our other pursuits."
Rising Fire
Rising Fire is a 600 man-year, third-person shooter, role playing game that has been initially developed for the PC platform
in China which will be distributed by the largest game publisher in the world, Tencent Holdings Limited., (HKG: 0700) (OTC: TCEHY) ("Tencent"). The game
contains 7 player classes, 20 levels, 30+ maps and more than 160 weapon parts providing players with endless customization. Five
player versus player (PvP) and player versus environment (PvE) modules are offered allowing users to compete in solo game play
featuring artificial intelligence or multiplayer, interactive e-sports events. Axion Games began pre-commercial, closed beta two
testing for Rising Fire through Tencent's online gaming platform in December 2017.
Financing Terms
The Debentures are convertible into common shares (each, a "Share") of the Company at a conversion price of
CDN$0.93 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 15% per annum, payable
semi-annually in Shares with the number of Shares determined at the Market Price (as defined in the Policies of the TSX Venture
Exchange ("TSXV")) on the applicable interest payment date, unless the holder elects not to convert the Interest into
Shares in which case the Interest shall be calculated at a rate of 8% per annum and paid in cash. Any accrued and unpaid
Interest on any principal amount being converted, will be convertible into Shares at the Market Price.
The proceeds of the Financing will be used for funding the Company's portfolio companies and for general working capital. The
Company did not pay any finder's fees in connection with the Financing. The securities issued in connection with the closing of
the Financing are subject to a restricted period that expires on July 3, 2018. The Financing is
subject to final TSXV approval.
Shareholder Loan
The Company also announces that it has entered into a shareholder loan with Cern One Limited ("Cern One"), whereby Cern
One has loaned the Company US$800 thousand to fund ongoing expenses. The loan is unsecured,
non-interest bearing, and payable on demand. Cern One is controlled by Mr. Todd Bonner's spouse,
Nithinan Boonyawattanapisut. Mr. Bonner is the Chairman, Chief Executive Officer and through Cern One, a significant shareholder
of Axion Ventures. The loan is therefore a related party transaction. Under the Ontario Securities Commission (the "OSC")
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, no formal valuation or
minority shareholder approval is required as the Company is not listed on a specified market and the value of the loan is less
than 25% of the Company's market capitalization.
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.
www.axionventures.com
Axion Ventures Inc. is listed on the TSX Venture Exchange under the symbol (TSXV: AXV).
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
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 Axion Ventures' 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 anticipated launch of Rising Fire and expectations of substantial commercial revenue. 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 Axion Ventures. 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; and changes in international regulatory
regimes. Axion Ventures 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 Axion Ventures 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.
SOURCE Axion Ventures Inc.
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