Financing – Axis Auto Finance

April 28, 2016

Josh Arbuckle and Alicia McKeag represented 8095981 Canada Inc., operating as Axis Auto Finance with respect to its financing by way of private placements. A copy of the transaction press release is reproduced below.




Toronto, Ontario – April 28, 2016. Verdant Financial Partners I Inc. (“Verdant”) (NEX: VFI.H) and 8095981 Canada Inc., operating as Axis Auto Finance (“Axis”), are pleased to announce the closing of their previously announced financing (the “Financing”). The Financing was completed as an integral part of Verdant’s proposed Qualifying Transaction (as that term is defined in the policies of the TSX Venture Exchange (the “Exchange”) with Axis, which management of Verdant and Axis anticipate to close in May, 2016.

The Financing consisted of proceeds from a $1.5 million convertible debenture, which was issued on July 3, 2015, and the issuance by Axis today of 1,678,930 units (the “Units”) for gross proceeds of $1,007,363, and 4,465,269 subscription receipts (the “Subscription Receipts”) for gross proceeds of $2,679,161. Aggregate gross proceeds of the Financing were $5,186,524.

Ilja Troitschanski, President of Axis stated, “We’d like to thank all the participants in this Financing, which represents an important step towards completion of the Qualifying Transaction.”

In connection with the Financing, Axis engaged Dundee Securities Ltd. (the “Lead Agent”) and Canaccord Genuity Corp. (together with the Lead Agent, the “Agents”) to act as placement agents in respect of the Subscription Receipts.  Axis paid a cash commission to the Agents of 6% of the gross proceeds from the sale of subscriptions that settled with the Agents and 1% of the gross proceeds from the sale of subscriptions that settled direct with Axis.  As additional compensation, Axis also issued an aggregate of 545,123 compensation warrants to the Agents entitling the holders thereof to acquire, at any time for a period of two-years from the date of issuance, one Unit at a price of $0.60 per Unit. Upon closing of the Qualifying Transaction, Axis will pay certain other cash finder’s fees to arm’s length third parties.

Each Unit is comprised of one common share of Axis (the “Axis Shares”) and one-half of one Axis Share purchase warrant (each whole warrant, an “Axis Warrant”), with each Axis Warrant entitling the holder to acquire one additional Axis Share at an exercise price of $0.90 per Axis Share for a period of three years from the date of issuance.

The Subscription Receipts will be automatically converted into Units upon satisfaction of certain conditions further described below (the “Escrow ReleaseConditions”). Gross proceeds of the Subscription Receipts (the “Escrowed Proceeds”) are being held in escrow until the Escrow Release Conditions have been satisfied. The Escrow Release Conditions are: (a) the definitive agreement (the “Definitive Agreement”) regarding the Qualifying Transaction shall have been entered into on terms acceptable to the Lead Agent, acting reasonably, and the completion or satisfaction of all conditions precedent to the Qualifying Transaction set forth in the Definitive Agreement shall have occurred or been waived, other than the filing of the articles of amalgamation and the release of the Escrowed Proceeds; (b) the receipt of all required shareholder, third party (as applicable) and regulatory approvals required for the Qualifying Transaction, the Financing and the consolidation of Verdant’s issued and outstanding common shares; (c) the receipt of conditional approval of the Exchange for the Qualifying Transaction and the listing of the common shares of the issuer resulting from the Qualifying Transaction (the “Resulting Issuer”) to be issued in connection with the Qualifying Transaction;  (d) Axis shall not be in breach or material default of any of its representations, warranties or covenants under the agency agreement entered into in connection with the Financing except for those breaches or defaults that have been waived by the Lead Agent, in its sole discretion; (e) there shall not have been discovered any previously undisclosed material fact relating to either Axis or Verdant that, in the reasonable opinion of the Lead Agent, would reasonably be expected to have a material adverse effect on Verdant or, upon completion of the Qualifying Transaction, the Resulting Issuer, which shall be confirmed to be true to the Lead Agent in a joint certificate signed by a senior officer of each of Axis and Verdant; and (f) Axis and the Lead Agent shall have delivered an escrow release notice to the escrow agents confirming that all of the Escrow Release Conditions have been satisfied or waived.

Further details about the securities issued pursuant to the Financing can be found in Verdant’s press release dated April 27, 2016. Terms of the Financing discussed in this press release remain unchanged from the terms described in Verdant’s April 27, 2016 press release.

About Axis

Axis provides non-standard automobile financing options targeting roughly 30% of Canadians that do not qualify for traditional bank financing. Through personalized service and a commitment to building strong, long-lasting relationships with their dealer partners, Axis is becoming one of Canada’s fastest-growing auto-financing companies. Axis offers underwriting flexibility, fast adjudication, dealer perks and excellent service.  Axis’ auto financing program is available to both independent and franchise dealers and prides itself on personalized service in helping dealers close more deals faster.

For further information about Verdant contact:

David Mitchell

Chief Executive Officer and Director

Verdant Financial Partners I Inc.

Telephone: (416) 574-4818


For further information about Axis contact:

Ilja Troitschanski


Axis Auto Finance

Telephone: (416) 633-5626


All information contained in this news release with respect to Verdant and Axis was supplied by the parties, respectively, for inclusion herein, and Verdant and its directors and officers have relied on Axis for any information concerning such party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of Verdant, Axis, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of Verdant, Axis, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Verdant’s, Axis, and the Resulting Issuer expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by Verdant, Axis, and the Resulting Issuer with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Verdant, Axis, and the Resulting Issuer. As a result, Verdant, Axis, and the Resulting Issuer cannot guarantee that the Financing or the Qualifying Transaction will be completed on the terms and within the time disclosed herein or at all.  The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Verdant, Axis, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release. 

Corporate, Josh Arbuckle, Transaction Press Releases