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Singapore, Singapore–(Newsfile Corp. – April 7, 2021) – Mr. Yuki Hirakawa is a concerned shareholder of Axion Ventures Inc. (TSXV: AXV) (“Axion” or “AXV”), and a creditor of John Todd Bonner, the former CEO of AXV, and his family and affiliates under his control, including Cern One Limited, owned by Mr. Bonner’s third wife, Ms. Nithinan Boonyawattanapisut (“Nithinan”), also known by other former names, aliases, and identities including “Jess”, “Fon”, “Rassarin Boonyawattanapisut”, or “Jutamas Fuangkaew”. Mr. Bonner and Nithinan have announced together with Monaker Group, Inc. (“Monaker”) at several instances the sale of certain shares of AXV to Monaker as part of the transaction involving a company called HotPlay.

Mr. Hirakawa would like to set the record straight and provide information relating to his investments in AXV and his dealings with Mr. Bonner. In particular, Mr. Hirakawa is concerned by certain statements made in a “Concerned Shareholders’ Proxy Circular” circulated by Cern One Limited and Michael Bonner on March 31, 2021. Mr. Hirakawa notes that the circular does not appear to acknowledge his beneficial ownership of a substantial number of AXV shares, and personally views that it provides an inaccurate picture of what shares of AXV are owned or controlled by Cern One.

Mr. Hirakawa’s investments

Mr. Hirakawa made a series of substantial investments in Mr. Bonner’s video game ventures, all of which were provided in exchange for shares in AXV. However, he was only provided with AXV shares in respect of his initial investment in 2009. Despite repeated promises and confirmations by Mr. Bonner and Nithinan, including written confirmations by Mr. Bonner as recently as August 2020, none of his additional shares have ever been registered to his name.

It is Mr. Hirakawa’s understanding that as recently as November of 2020, Cern One purported to hold 53,308,452 shares of AXV for Mr. Bonner and Nithinan. Mr. Hirakawa asserts that the vast majority of these shares belong to him as the true beneficial owner, and they must all be transferred.

Shares owed to Mr. Hirakawa

Below is a table indicating each of Mr. Hirakawa’s investments, and the shares owed to him pursuant to each investment.

Investment Amount Invested (US$) Hirakawa Shares Owed
Initial Investment 1,000,000 0
2014 Investment 3,000,000 16,200,000
2015 Investment 2,000,000 8,062,550
2016 Investment 500,000 4,450,757
2018 Investment 1,000,000
2017 Investment 1,800,000 12,000,000
$9,300,000.00 40,713,307

 

These figures accord with a spreadsheet prepared by Mr. Bonner and provided to Mr. Hirakawa on July 3, 2020, in which Mr. Bonner acknowledged that 28,713,307 AXV shares were owed to Mr. Hirakawa. The only error in Mr. Bonner’s July 3, 2020 spreadsheet is the omission of the 2017 investment and the 12,000,000 AXV shares owed to Mr. Hirakawa in respect of that investment. Mr. Bonner admitted to Mr. Hirakawa in writing that this omission was an error on Mr. Bonner’s part.

Purported impact of cease trade orders

In 2020, Mr. Bonner and Mr. Hirakawa had extensive email communication in which Mr. Hirakawa repeatedly demanded that Mr. Bonner, Nithinan, and/or their affiliated entities transfer to Mr. Hirakawa the 40,713,307 shares that were owed to him. Mr. Bonner repeatedly acknowledged that the shares were in fact owed to Mr. Hirakawa and indicated (a) that he could not transfer the shares as a result of an outstanding cease trade order regarding Axion Ventures, and (b) as soon as cease trade orders that had been made against Mr. Bonner, Axion Ventures, and others by the British Columbia Securities Commission were no longer an obstacle, the shares would be transferred.

On July 20, 2020, Mr. Bonner wrote to Mr. Hirakawa as follows:

“Your loans to our family company will be exchanged for AXV equity when we are legally allowed to do it. We have already advised our lawyer to do that.”

“That will be done immediately after the Management cease trade order is lifted.”

On August 13, 2020, Mr. Bonner wrote to Mr. Hirakawa as follows:

“My wife will deliver shares in consideration for your loans when it is legally permitted. Axion is under a cease trade order. When that is lifted she will transfer the shares to you in exchange for the loans.”

On August 20, 2020, Mr. Bonner wrote to Mr. Hirakawa as follows:

“We cannot transfer from Cern One in a CTO.”

“My wife’s company is under CTO.”

On August 28, 2020, Mr. Bonner stated as follows to Mr. Hirakawa:

“We agreed to transfer AXV shares to you upon CTO release.”

Partial revocation of the cease trade orders

On March 30, 2021, in a decision indexed as 2021 BCSECCOM 117, the British Columbia Securities Commission partially revoked its June 16, 2020 cease trade order against Mr. Bonner and its August 4, 2020 cease trade order with respect to all securities of Axion Ventures. The express purpose of the partial revocation of the cease trade orders was to permit Mr. Bonner and entities or individuals affiliated with Mr. Bonner to transfer shares in Axion Ventures to Mr. Hirakawa and certain additional Japanese shareholders:

[5] The Commission, pursuant to section 171 of the Act, orders as follows:

(a) The Management Cease Trade Order is partly revoked to permit Mr. Bonner to engage in any act, conduct or negotiation, directly or indirectly, to cause the Bonner Affiliates to transfer Axion Ventures shares controlled by Mr. Bonner and the Bonner Affiliates to the Japanese Shareholders.

(b) The Axion Ventures Cease Trade Order is partly revoked to permit Mr. Bonner to engage in any act, conduct or negotiation, directly or indirectly, the cause the Bonner Affiliates to transfer Axion Ventures shares controlled by Mr. Bonner and the Bonner Affiliates to the Japanese Shareholders.

Demand

Despite Mr. Bonner’s repeated statements that he wished to provide Mr. Hirakawa with the AXV shares owed to him, but was unable to do so as a result of the cease trade orders, to Mr. Hirakawa’s knowledge, Mr. Bonner still has not taken any necessary steps to transfer the 40,713,307 AXV shares to Mr. Hirakawa.

Mr. Hirakawa has also demanded that none of Mr. Bonner, Nithinan, Cern One, or their affiliates attempt to exercise the votes associated with the 40,713,307 AXV shares in any upcoming meeting of AXV’s shareholders. Mr. Hirakawa holds the exclusive right to vote these shares at his sole discretion, and no other entity has any right to exercise the voting rights associated with the shares. Mr. Hirakawa’s election is to support the resolutions put forth by the Company in its Information Circular for the AGM on April 15, 2021.

Mr. Hirakawa has since filed a claim in the British Columbia Supreme Court (the “Claim”) against Mr. Bonner, Nithinan, Cern One, and an associated entity seeking a declaration that the defendants hold 40,713,307 AXV shares in trust for Mr. Hirakawa, and an order transferring those shares to him.

Contact Info:

Yuki Hirakawa
E-mail: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79668

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