SOURCE: Axios Mobile Assets Corp.

Axios Mobile Assets Corp.

September 25, 2014 09:05 ET

Axios Mobile Assets Corp. Announces up to $3MM Convertible Debenture Unit Offering

VAUGHAN, ON--(Marketwired - Sep 25, 2014) - Axios Mobile Assets Corporation (CSE: AXA) -- Axios Mobile Assets Corporation ("Axios" or the "Corporation") is pleased to announce that it has entered into an agreement with Jacob Securities Inc. (the "Agent") pursuant to which the Agent has agreed to offer for sale, on a best efforts private placement basis (the "Offering"), up to $3 million of convertible unsecured debenture units (the "Debenture Units").

Each Debenture Unit will consist of one debenture with a principal amount of $1,000 (the "Debenture"), and 5,000 Warrants, defined below.

The Debentures bear interest at a rate of 12% per annum, payable quarterly, and will mature and become payable on the date that is three years from the date of issuance (the "Maturity Date"). Upon receipt of all necessary regulatory approvals the principal amount of the Debentures will be convertible on or before the Maturity Date at the option of the holder, into Common Shares of the Company at a conversion rate of 10,000 Axios common shares per Debenture (an effective conversion price of $0.10 per Axios common share (a "Common Share")). If at any time after March 31, 2015 the Axios volume weighted average share price is $0.35 or more with an average daily volume of 30,000 Common Shares or more for 60 consecutive trading days on the Canadian Securities Exchange, or such other Exchange on which the Common Shares may trade from time to time, the Corporation may, at its option, require on notice to the holders of the Debentures that the Debentures be converted into Common Shares.

Each Warrant enables the holder to purchase a Common Share for a period of three years from the date of issuance of the Debentures at an exercise price of $0.20. The expiry date of the Warrants may be accelerated by Axios in the event that (the "Acceleration Event") the closing price of the outstanding Common Shares on the Canadian Securities Exchange, or such other Exchange on which the Common Shares may trade from time to time, is greater than $0.70 with an average daily volume of 30,000 Common Shares for a period of 60 consecutive trading days at any time after March 31, 2015. If the Acceleration Event occurs Axios may, at its option, accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire at 4 p.m. (Toronto time) on the date which is the earlier of: (i) the 30th day after the date on which such notice is given by Axios in accordance with the terms of the Warrants; and (ii) the actual expiry date of the Warrants.

The Corporation may redeem the Debentures at any time subsequent to the one year anniversary of the Closing Date at a price that is 104% of the principal amount of the Debenture plus accrued but unpaid interest upon the provision of 15 days notice to the holders of the Debentures.

The holders may call for the redemption of the Debentures at any time subsequent to the 18 month anniversary of the Closing Date at a price that is equal to the principal amount of the Debenture plus accrued but unpaid interest.

The Corporation has granted the Agents the option, exercisable up to 48 hours prior to the Closing Date, to arrange for the purchase of up to an additional $500,000 of Debenture Units on the same terms as the Offering.

In connection with the Offering, the Agent will receive a cash commission equal to 6% of the gross proceeds raised under the Offering plus broker warrants equal to 8% of the Debenture Units sold pursuant to the Offering ("Broker Warrants"), each Broker Warrant exercisable into one Debenture Unit at the Offering Price at any time prior to the date that is 36 months from the Closing Date.

The Debentures, Warrants and Common Shares will be subject to a hold period expiring four months and one day from the date the Debenture Units are issued.

The proceeds of the Offering will be used to manufacture composite, RFID enabled pallets (to fulfil existing orders), working capital and general corporate purposes.

Completion of the Offering is subject to certain conditions, including, without limitation, receipt of Canadian Stock Exchange approval and any other required approvals.

About Axios Mobile Assets
Axios Mobile Assets Corp. is a logistics enabler, providing greater supply chain visibility. The Axios Solution features next generation lightweight composite pallet technology. The Axios Solution, when applied with its proprietary tracking and information system delivers actionable data and metrics for the users in the value chain. The Axios Solution is gaining market acceptance at Vendors and Retailers based on its unique attributes: lower total cost, longer useful life, and customized configurations. The Axios Solution will increase sustainability performance for its users through the generation and subsequent retirement of carbon credits. It is also possible to monetize the generated credits to provide users with an additional revenue stream, to assist in the overall reduction of cost within their supply chain. Axios was incorporated under the Business Corporations Act (Ontario) and is a reporting issuer in the Province of Ontario. Axios is traded on the Canadian Securities Exchange (CSE) under the symbol AXA.

Further information concerning the Company can be found at www.axiosma.com, www.sedar.com and www.cnsx.ca.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included in this report and the documents that we incorporate by reference, are forward-looking statements and can generally be identified by words such as "will," "allow," "outlook," or the negative of these terms, and other comparable terminology. Various risks and other factors could cause actual results, and actual events that occur, to differ materially from those contemplated by the forward looking statements, such as whether Axios and the pallet management company are able to agree on the terms of a definitive supply agreement, and whether Axios is able to meet price, performance, quality and delivery requirements. Axios undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.

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