Axion Ventures Announces Convertible Debenture Financing and Shareholder Loan

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) 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 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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