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Axiotron Restructuring Granted Final Approvals by TSX Venture Exchange

(via COMTEX News Network)--

Axiotron Corp.  (AXO - TSX Venture), today announced that the TSX Venture Exchange (the "Exchange") has granted final approvals for the Company's restructuring, accepting for filing the Company's issuance of shares to settle outstanding trade payable debts and approving the Company's reacquisition of assets that were previously transferred to secured lenders. In addition, the Company today announced the dissolution of its U.S. subsidiary "Axiotron, Inc." effective June 30, 2010, which it expects to result in the removal of the dissolved subsidiary's remaining liabilities from the Company's consolidated balance sheet, and bring the net total of the debt reduction following the Company's restructuring to approximately CDN$6.3 million.

Issuance of Shares for Debt Accepted

The Exchange has accepted for filing the Company's issuance of shares to settle certain outstanding unsecured trade payable debts of the Company. In this regard, the Company issued 5,183,807 common shares at a deemed value of CDN$0.05 per common share in full satisfaction of CDN$259,190 in debt, which had previously been reduced by agreement with creditors from CDN$1,267,333.

The share issuance transaction was completed and is effective April 29, 2010, pursuant to an April 29, 2010, resolution of the Company's board of directors.

All shares issued by the Company in the above-referenced transaction are subject to a hold period of one year and one day and accordingly cannot be resold until April 30, 2011, or thereafter.

Fundamental Acquisition Approved

At a special meeting of the Company's shareholders on June 7, 2010, the shareholders authorized the Company to: (1) transfer all assets of its U.S. subsidiary "Axiotron, Inc." to certain secured lenders of the Company in full satisfaction of CDN$2,392,443 in outstanding debt, and (2) reacquire the assets in exchange for newly issued common shares and purchase warrants.

Following the transfer of the assets to the certain secured lenders, the Company completed effective June 8, 2010 -- pursuant to a resolution of the Company's board of directors of the same date -- the repurchase of the previously transferred assets at a deemed value of CDN$581,227 in exchange for 11,624,547 newly issued common shares and 11,624,547 newly issued purchase warrants with a strike price of CDN$0.10 and an expiration date 18 months after issuance.

All shares issued by the Company in the above-referenced transaction are subject to a hold period of one year and one day and accordingly cannot be resold until June 9, 2011, or thereafter.

The transaction is subject to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) ("MI 61-101") governing minority shareholder rights and valuation requirements. The Company is exempt from the formal valuation requirement of MI 61-101 because the Company is a TSX Venture Exchange issuer. In addition, the Company is in compliance with the MI 61-101 "minority shareholder approval" requirement because at the special meeting of the Company's shareholders on June 7, 2010, a resolution authorizing the transaction was approved by 54%, or a majority, of all outstanding voting securities, after excluding votes cast by MSW Investments Limited.

This transaction constituted a Fundamental Acquisition and thus required approval by the Exchange pursuant to Exchange Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets), which the Exchange has now granted.

Dissolution of U.S. Subsidiary

The Company dissolved its U.S. subsidiary "Axiotron, Inc." effective June 30, 2010. As a result of the dissolution, the Company expects to remove approximately CDN$2.7 million in remaining liabilities of the dissolved subsidiary from the Company's consolidated balance sheet.

Inquiries regarding the dissolved subsidiary should be directed to AXfinite, Inc. (formerly "Axiotron, Inc."), P.O. Box 66485, Los Angeles, California 90066.

Summary of Restructuring

With the final approvals of the TSX Venture Exchange and the dissolution of the U.S. subsidiary, the Company believes it will have completed its debt restructuring effective in the third quarter of its fiscal year 2010. Accordingly, the Company anticipates it will present all related transactions, totaling an expected net reduction in outstanding debt of approximately CDN$6.3 million, when it files its quarterly financial statements for the period ending June 30, 2010.

More information about Axiotron is available at

About Axiotron

A high-tech solution hardware manufacturing company and longtime Apple Premier Developer and Mac Developer, Axiotron produces the award-winning Modbook(r). Following its unique vision of Customizing Your World(tm), Axiotron is dedicated to becoming a leading high-tech innovator through the conception and development of intriguing digital lifestyle products. In addition, Axiotron offers its product development expertise to companies in need of custom hardware solutions. Founded in January 2005, Axiotron is a publicly traded company listed on the TSX Venture Exchange (TSX-V: AXO) with corporate office in Toronto, Canada.

Axiotron, Modbook and Customizing Your World are trademarks or registered trademarks of Axiotron Corp. in the U.S. and other countries. Other company and product names may be trademarks of their respective owners.

This news release is based on current expectations and contains forward-looking statements that involve risks and uncertainties. Such statements are not guarantees of future performance and the respective actual results may differ significantly from the results discussed in the forward-looking statements. Risks and uncertainties about Axiotron's business are more fully discussed in Axiotron's disclosure materials filed with the securities regulatory authorities in Canada and available at SEDAR. Axiotron assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements.

Neither 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.

For more information, please contact:

Andreas E. Haas

Axiotron Corp.

Tel: (310) 566-7921


Source: Axiotron Corp.  (AXO - TSX-V))

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