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TORONTO, April 23, 2021 (GLOBE NEWSWIRE) — Cern One Limited and Michael Bonner (the “Concerned Shareholders”), who are both investors in Axion Ventures Inc. (“Axion”), issue this press release to advise the markets that they have learned of significant irregularities in the conduct of the Annual General and Special Meeting of Shareholders of Axion held on April 15, 2021 (the “AGM”) and dispute the results of the AGM announced by Axion on April 15, 2021.
In advance of the AGM, the Concerned Shareholders took steps to ensure the AGM proceeded fairly, including requesting on several occasions an opportunity to inspect proxies in advance of the AGM. Those requests were denied or ignored by Axion. In addition, Todd Bonner and Nithinan Boonyawattanapisut sought an order in the British Columbia Supreme Court appointing an independent chair for the AGM, which order was opposed by Axion. The Court declined to grant that order and the AGM was chaired by Axion’s Chairman, Yasuyo Yamazaki.
It now appears that the Concerned Shareholders’ concerns about Axion administering the AGM were well founded.
In particular, the Concerned Shareholders have learned that Axion allowed proxies voted in favour of the slate of directors proposed by the Concerned Shareholders to be overridden by subsequent proxies delivered to Axion on behalf of persons who had no right or entitlement to vote those shares. For example, the votes initially cast by Uniq Ventures Ltd. in support of the Concerned Shareholders’ slate were unilaterally overridden by a proxy cast by an individual who has: (i) no legal right to vote Uniq Ventures Ltd.’s shares and (ii) no reason to have received the control number or a management proxy to vote Uniq Ventures Ltd.’s shares in the first place.
Uniq Ventures holds more than 23 million Axion shares, in excess of 10% of the issued and outstanding Axion shares eligible to be voted at the AGM. Axion’s decision to allow a stranger to the Uniq Ventures Ltd. shares exercise voting control over those shares confirms the Concerned Shareholders’ fears that the AGM would be conducted improperly.
Since the AGM, the Concerned Shareholders have made repeated requests to inspect proxies and the scrutineer’s report prepared for the AGM. To date, Axion has failed to provide either the scrutineer’s report or the complete proxies voted at the AGM for inspection. Axion’s failure to provide these records for inspection, which the Concerned Shareholders are entitled to inspect pursuant to s. 173(6) of the BC Business Corporations Act, raises serious questions as to what other misconduct might have taken place at the AGM that has not yet been revealed.
Based on these facts, the Concerned Shareholders dispute the results of the AGM announced by Axion and call for Axion to meet its statutory obligations and provide the required documentation for inspection so that shareholders can understand the AGM results in their entirety. The Concerned Shareholders reserve all of their rights in respect of the apparent misconduct of the AGM and will be taking swift action to remedy defects in election of Axion’s board of directors and to ensure that any meeting called to remedy such defects is conducted fairly, transparently and without manipulation.
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: 1-833-261-9730
Outside North America, Banks, Brokers and Collect Calls: 1-416-902-5565
Email:inquiries@gryphonadvisors.ca
North American Toll-Free Facsimile: 1-877-218-5372
Facsimile: 1-416-214-3224
For up-to-date information and assistance in voting please visit the website: www.maximizeaxion.com
