Qualifying Transaction – Axis Auto Finance

July 25, 2016

Josh Arbuckle and Alicia McKeag represented 8095981 Canada Inc., operating as Axis Auto Finance (“Axis”) with respect to its Qualifying Transaction. A copy of the transaction press release is reproduced below.




July 25, 2016 –Toronto, Ontario – Verdant Financial Partners I Inc. (“Verdant” or the “Company”) (NEX: VFI.H) and 8095981 Canada Inc., operating as Axis Auto Finance (“Axis”), are pleased to announce the closing of their previously announced Qualifying Transaction today (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the “Exchange”) involving the exchange of all of the issued and outstanding securities of Axis for securities of Verdant. Pursuant to the Qualifying Transaction, the Company issued 49,738,938 common shares (including common shares issuable in exchange for securities issued pursuant to the Private Placement, as defined below), 4,322,103 warrants, 4,269,500 stock options, and 545,123 compensation options. The Company also consolidated its common shares on the basis of 1 new common share for every 6 previously issued and outstanding and changed its name to “Axis Auto Finance Inc.”

Keith Harris and Alexander Rowlands have resigned as directors and officers of the Company. The Company’s board of directors is now comprised of the following individuals: Ilja Troitschanski, Robert Howe, David Mitchell, Josh Arbuckle, Bruce Smith, Fraser Clarke, and Jordan Zinberg. In addition, the board has appointed Ilja Troitschanski as President and Chief Executive Officer, Robert Howe as Chief Financial Officer, and Josh Arbuckle as Corporate Secretary.

Prior to closing of the Qualifying Transaction, Axis completed the private placement (the “Private Placement”) previously announced on April 28, 2016, with Dundee Securities Ltd. (the acting as lead agent on behalf of a syndicate including Canaccord Genuity Corp. The Company issued 9,085,382 common shares in exchange for securities issued pursuant to the Private Placement on April 28, 2016.


Proceeds from the Private Placement will be used as set out in the Filing Statement of the Company dated July 21, 2016 and found on the Company’s profile at www.sedar.com.

The Company previously received conditional approval from the Exchange for the Qualifying Transaction and the listing of the shares of the Resulting Issuer (as such term is defined in Policy 2.4 of the Exchange) for trading on the Exchange, subject to satisfaction of certain customary conditions. The Company anticipates receiving its Final Exchange Bulletin from the Exchange in respect of the closing of the Qualifying Transaction within the next ten days, following which its common shares will resume trading under the symbol “AXS” on the Exchange, and it will no longer be considered a Capital Pool Company. On closing of the Qualifying Transaction the Company had a total of 50,328,050 common shares issued and outstanding.

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

Email: dmitchell@stillbridge.om

For further information about Axis contact:

Ilja Troitschanski


Axis Auto Finance

Telephone: (416) 633-5626

Email: info@axisautofinance.ca

This news release contains forward-looking statements relating to the listing of the Common Shares of the Resulting Issuer, 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 Qualifying 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 listing of Common Shares 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