TORONTO, May 06, 2021 (GLOBE NEWSWIRE) -- Cern One Limited and Michael Bonner (the “Concerned Shareholders”), who are both investors in Axion Ventures Inc. (“Axion”), announce that they will be commencing proceedings in the British Columbia Supreme Court to require Axion to repeat its 2020 annual general and special meeting of shareholders held on April 15, 2021 to remedy irregularities that occurred at the April 15 meeting.

Axion has still not allowed the Concerned Shareholders to complete their inspection of proxies and related materials from the AGM. The results of the inspection completed to date indicate serious acts of corporate misconduct on the part of Axion.

In particular, and as described in the Concerned Shareholders’ April 23, 2021 press release, Axion appears to have attempted to manipulate the outcome of AGM voting by accepting from unauthorized parties certain management proxies and allowing those unauthorized parties to vote shares contrary to earlier voting instructions provided by the actual authorized parties.

For instance, Uniq Ventures Ltd. cast its vote for the Concerned Shareholders’ proposed slate on April 12, 2021. Later that day, an individual with no affiliation with Uniq reversed Uniq’s vote and then delivered a proxy purporting to vote for management. Uniq’s sole director did not change or authorize any change to Uniq’s vote. Rather, a stranger to Uniq simply purported to vote Uniq’s shares, overriding Uniq’s vote.

It appears that this vote was accepted by Yasuyo Yamazaki, the chair of the AGM, without any notice to Uniq. Further, and even more troubling, the Concerned Shareholders believe that only Axion management could have provided the stranger with the management proxy for Uniq in the circumstances.

The Concerned Shareholders further believe that Axion counted votes in favour of management from shareholders who had (i) attempted to revoke votes for management; and (ii) subsequently delivered proxies or powers of attorney appointing shareholders to vote their shares in support of the Concerned Shareholders’ slate at the AGM.

In addition to the issues raised above, the Concerned Shareholders have raised other issues with Axion based on their review of proxies to date, and recent attempts to clarify those issues have gone unanswered by the company.

In the British Columbia Supreme Court proceeding, the Concerned Shareholders will immediately be seeking, among other things, orders requiring Axion to repeat the April 15, 2021 AGM and to appoint an independent chair for that AGM. Michael Bonner commented: “We call on all of Axion shareholders to support our demand that the company repeat the April 15 AGM on a fair and transparent basis and without any further attempts to interfere with the voting process or results.

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.

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