Concerned Shareholders Respond to Axion Letter

April 9, 2021 8:10 PM EDT

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TORONTO, April 09, 2021 (GLOBE NEWSWIRE) -- Cern One Limited and Michael Bonner (the “Concerned Shareholders”), today commented on a letter received on April 7, 2021 (the “Letter”) from Axion Ventures Inc. (“Axion” or the “Company”).

In the Letter, Axion took the position that the Concerned Shareholders’ proxy circular (the “Circular”) and the Concerned Shareholders’ website (the “Website”) contain misstatements. Axion threatened that the Green Proxies could be disallowed at the April 15 shareholders meeting (the “Meeting”) if the Concerned Shareholders did not correct statements that Axion alleged were inaccurate.

The Concerned Shareholders do not necessarily agree that the alleged deficiencies raised in the Letter are material. The Meeting is almost upon us and there is no time to debate the matter. In an effort to have an orderly Meeting and to protect the right of shareholders to vote at the Meeting, the Concerned Shareholders have decided to issue this press announcement to give shareholders notice of the alleged deficiencies and, where appropriate, address Axion’s allegations. In some cases no comment is offered because the allegation of Axion conveys the information it believes has been omitted.

Deficiencies in the Circular

In the following list of alleged deficiencies that Axion identified in the Circular, capitalized words used in the list have the meaning given to them in the Circular:

  1. Axion Claim: “The Circular is designed to leave the reader with the false impression that Cern One and Michael Bonner are both the legal and beneficial owner of the Shares. It is not until one works through the footnotes much later in the Circular that the lack of beneficial ownership is identified.”Comment of Concerned Shareholders: There is no intention to create a false impression. Shareholders are invited to review our Circular.
  2. Axion Claim: “The Circular fails to state that the beneficial ownership of the Shares is in litigation and that it is possible that the “supporters” do not have any material economic interest in the Shares.”Comment of Concerned Shareholders: There are various lawsuits in progress between the Company and various supporters of the Concerned Shareholders, including Todd Bonner. Lawsuits commenced in recent days by off-shore investors assert ownership of certain Axion Shares held by supporters of the Concerned Shareholders.
  3. Axion Claim: “The Concerned Shareholders assert (not once but twice) that they have support of over 40% of the Shares.”Comment of Concerned Shareholders: We believe this is an accurate statement
  4. Axion Claim: “The Circular fails to identify who the group is that has expressed their support for the Concerned Shareholders.”Comment of Concerned Shareholder: We do not believe we are under any obligation to disclose this information.
  5. Axion Claim: “The Circular deliberately creates an illusion that the Mr. Bonner referred to throughout the Circular is Michael Bonner, not Todd Bonner.”Comment of Concerned Shareholders: There is no intention to create a false impression.
  6. Axion Claim: “The Circular fails to state that the debt Todd Bonner and his affiliates proposed to convert to Shares was owing to him and his nominees and the magnitude of the Share position he would have wound up with had it been agreed to. Furthermore, it fails to disclose that the simple fact that the existence of this indebtedness is in dispute and being litigated.”Comment of Concerned Shareholders: We do not believe we are under any obligation to disclose this information. This litigation is a matter of public record having been described in Axion’s September 18, 2020 press release.
  7. Axion Claim: “The Circular fails to disclose that the alleged transfer to Monaker took place during the time a cease trade order (“CTO”), imposed by the British Columbia Securities Commission (the “BCSC”) for Axion’s failure to effect its required public company filings, was in effect and may not be valid, thus rendering beneficial ownership of the Shares uncertain.”Comment of Concerned Shareholders: The alleged transfer to Monaker is the subject of extensive public disclosure. Shareholders interested in more information about that transaction are invited to review Monaker’s public filings.
  8. Axion Claim: “The Circular fails to disclose that issues have been raised by the Company around the Concerned Shareholders’ advance notice submission being in compliance with the advance notice provisions of the Company’s Articles and accordingly, the Concerned Shareholders’ nominees may be found to not be eligible for election at the Meeting.”Comment of Concerned Shareholders: In correspondence dated April 8, 2021, Axion advised the Concerned Shareholders that it is prepared to recommend to the Chair of the meeting that he accept the Notice as valid and allow the nominees to be put forward at the Meeting.
  9. Axion Claim: “The footnote describing Michael Bonner’s shareholdings on page 12 of the Circular fails to disclose who the beneficial holders of the Shares are.”Comment of Concerned Shareholders: Monaker is the beneficial owner of these shares.
  10. Axion Claim: “Under the heading “Interest in Material Transactions” on page 17 of the Circular, the Circular fails to disclose who the other participants in the Monaker transaction were.”Comment of Concerned Shareholders: We do not believe we are under any obligation to disclose this information.
  11. Axion Claim: “The Circular fails to disclose the ongoing litigation and the conflicting claims being made by many parties on the shares registered in the names of Mr. Bonner and others.”Comment of Concerned Shareholders: See comment above in item 2.

Deficiencies on the Website

The following is the list of alleged deficiencies that Axion identified in the Website:

  1. Axion Claim: “The Website fails to state that the beneficial ownership of the Shares is in litigation and that it is possible that the “supporters” do not have any material economic interest in the Shares.Comment of Concerned Shareholders: See comment above in item 2 under “Deficiencies in the Circular”.
  2. Axion Claim: “The Website fails to explain that the CTO was in effect, fails to explain the steps taken by Todd Bonner to prevent financing and attempts to paint an inaccurate picture that the failure to secure financing was due to the ineptness of the Board of Axion Ventures.
  3. Axion Claim: “The Website fails to properly distinguish between Todd Bonner and Michael Bonner.”
  4. Axion Claim: “Except for a footnote, there is no disclosure that the sole beneficiary and director of Cern One is the spouse of Todd Bonner and that Michael Bonner is the brother of Todd Bonner.”
  5. Axion Claim: “The Website fails to mention that the BCSC partially revoked the CTO to allow Mr. Bonner and others to transfer shares to Japanese Shareholders who allege that certain Axion shares are beneficially owned by them.”
  6. Axion Claim: “The Website incorrectly states that Thepparith Senamngern is a director of gaming and education at Axion.”Comment of Concerned Shareholders: Mr. Senamngern provided this information to us in his directors’ questionnaire.
  7. Axion Claim: “The Website fails to disclose that the proposed transaction with Monaker will actually result in a significant dilution of the Shareholders’ shares.”Comment of Concerned Shareholders: We do not believe any dilution would occur as a result of the transaction with Monaker as existing Axion shareholders are selling their shares.
  8. Axion Claim: “The Website fails to disclose that issues have been raised by the Company around the Concerned Shareholders’ advanced notice submission being in compliance with the advance notice provisions of the Articles and accordingly, the Concerned Shareholders’ nominees may be found to not be eligible for election at the Meeting.”Comment of Concerned Shareholders: See comment above in item 8 under “Deficiencies in the Circular”.
  9. Axion Claim: “The Website fails to disclose the ongoing litigation and the conflicting claims being made by many parties on the shares registered in the names of Mr. Bonner and others.”Comment of Concerned Shareholders: See comment above in item 2 under “Deficiencies in the Circular”.

Advisors

The Concerned Shareholders have retained Gryphon Advisors Inc. as its strategic shareholder services advisor. Norton Rose Fulbright Canada LLP is acting as legal counsel to the Concerned Shareholders.

If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Gryphon Advisors Inc. at:

North American Toll-Free Number: 1-833-261-9730Outside North America, Banks, Brokers and Collect Calls: 1-416-902-5565Email: inquiries@gryphonadvisors.caNorth American Toll-Free Facsimile: 1-877-218-5372Facsimile: 1-416-214-3224 For up-to-date information and assistance in voting please visit the website: www.maximizeaxion.com

Source: Concerned Shareholders of Axion Ventures Inc.


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