AXEA Energy Inc.
TSX VENTURE : AXT.P

AXEA Energy Inc.

April 01, 2009 16:16 ET

AXEA Energy Updates Status of Proposed Qualifying Transaction With AgriMarine Industries and Related Transactions

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 1, 2009) - AXEA Energy Inc. ("AXEA" or the "Company") (TSX VENTURE:AXT.P) announces that it has filed a Filing Statement (the "Filing Statement") containing the details of its proposed qualifying transaction (the "Transaction") with AgriMarine Industries Inc. ("AgriMarine"). A copy of the Filing Statement is available on SEDAR at www.sedar.com. The Transaction will be completed by not later than April 30, 2009 upon receipt of conditional acceptance from the TSX Venture Exchange (the "Exchange") and satisfaction of certain conditions (as described below).

The Exchange's review of the Transaction is ongoing, and any acceptance by the Exchange of the Transaction will be subject to AXEA fulfilling all of the requirements of the Exchange, one of which includes the additional financing (the "Minimum Financing Condition") of not less than $544,761 net proceeds (in order to provide AXEA with a minimum working capital under the Exchange's listing requirements).

AXEA previously authorized a non-brokered private placement of up to 3,125,000 subscription receipts (the "Non-Brokered Private Placement") at a price of $0.32 per subscription receipt for gross proceeds of up to $1,000,000, as previously announced on August 6, 2008. To date, a total of 1,127,500 subscription receipts have been issued for gross proceeds of $360,800. In order to meet the Minimum Financing Condition, AXEA intends to issue additional subscription receipts under the Non-Brokered Private Placement.

AXEA will not proceed with a brokered private placement with Union Securities Inc. ("Union") which was previously announced on August 6, 2008. Instead, AXEA has engaged Union to act as sponsor in respect of the Transaction. Pursuant to the terms of the sponsorship, AXEA has paid Union $15,000 and agrees to reimburse Union for all expenses reasonably incurred in relation to Union's services as sponsor. On completion of the Transaction, AXEA will also issue non-transferable warrants to Union for the purchase of up to 100,000 common shares of AXEA for a period of 24 months from the closing date at an exercise price of $0.29 per share.

On completion of the Transaction, and assuming the full completion of the Non-Brokered Private Placement, AXEA anticipates that a total of up to 25,583,881 shares will be issued. Of the issued shares, approximately 64% will be held by former AgriMarine securityholders, approximately 24% will be held by existing AXEA shareholders, and approximately 12% will have been issued to the private placement investors. Of the shares reserved for issuance pursuant to outstanding warrants and options, approximately 20% will have been reserved further to the Non-Brokered Private Placement (assuming full completion), approximately 12% will have been reserved for issuance to existing holders of AXEA options, and approximately 67% will have been reserved for issuance to the former holders of AgriMarine warrants.

The completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, completion of the Minimum Financing Condition, approval by the shareholders of AgriMarine and satisfaction of the conditions precedent set forth in the definitive agreement governing the Transaction. On September 26, 2008, the shareholders of AgriMarine approved of the Transaction. As the Transaction is an arms' length transaction between AXEA and AgriMarine, approval of the Transaction by the shareholders of AXEA is not required.

There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the common shares of AXEA has been halted and shall remain halted pending completion of the Transaction and compliance with the requirements of the Exchange.

In February 2009, AXEA and AgriMarine entered into a license agreement (the "License Agreement") with Ergon International Inc. (the "Licensee") pursuant to which AgriMarine conditionally granted the Licensee an exclusive, worldwide license to produce all species of tuna utilizing AgriMarine's closed-containment fish farming technology. The grant of the exclusive license is subject to the condition that the Licensee invest not less than $5 million in AXEA within 30 days of the closing of the Transaction (the "$5 Million Financing"), by subscribing for not less than 12,500,000 units of AXEA at a subscription price of $0.40 per unit, each unit being comprised of one common share of AXEA and one-half of one non-transferable warrant of AXEA, each whole AXEA warrant entitling the Licensee to acquire one AXEA common share at $0.75 for a period of two years. The grant of the exclusive license to the Licensee is also subject to the approval of the License Agreement, including the terms of the $5 Million Financing, by the Exchange and any necessary shareholder approval.

The License Agreement further provides that the Licensee will not be permitted to grant any sublicenses of AgriMarine's technology directly to any person, but that AgriMarine will have the exclusive right to provide its proprietary technology and equipment pursuant to any sublicense agreement to end-users of the technology that are arranged through the Licensee. In that connection, commencing on the date of completion of the $5 Million Financing, the Licensee is to pay AgriMarine a minimum advance royalty of US$250,000 per sublicense arranged through the Licensee.

For additional details regarding the Transaction and related transactions, please refer to the Filing Statement.

Investors are cautioned that, except as disclosed in the Filing Statement, 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 AXEA should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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