TORONTO, ONTARIO--(Marketwired - July 22, 2016) -
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Verdant Financial Partners I Inc. ("Verdant") (NEX:VFI.H) and 8095981 Canada Inc., operating as Axis Auto Finance ("Axis"), are pleased to announce that they have received conditional approval from the TSX Venture Exchange (the "Exchange") for their Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the Exchange) previously announced on December 31, 2015, and as updated by press releases dated April 27, 2016 and April 28, 2016 (the "Qualifying Transaction"). As previously disclosed, Verdant will complete its Qualifying Transaction by completing a reverse take-over with Axis whereby Verdant will acquire all of the issued and outstanding common shares of Axis by issuing an aggregate of 49,738,968 post-consolidation Verdant common shares in exchange for each common share of Axis issued and outstanding (including those Axis common shares issuable pursuant to the private placement announced by press release on April 28, 2016), at a deemed issuance price of $0.60 per share. In addition, each convertible, exchangeable, or exercisable security of Axis shall be exchanged for a convertible, exchangeable or exercisable security, as applicable, for Verdant on substantially the same economic terms and conditions as the original convertible, exchangeable, or exercisable security of Axis resulting in the issuance of 4,322,103 warrants in respect of outstanding Axis warrants, 4,269,500 options in respect of outstanding Axis options, and 545,123 broker compensation warrants.
Verdant filed its filing statement dated July 21, 2016 (the "Filing Statement"), which provides further details with respect to the Qualifying Transaction under Verdant's profile on SEDAR at www.sedar.com.
Verdant entered into its definitive agreement with Axis and 9811745 Canada Inc. (a wholly-owned subsidiary of Verdant incorporated for the purposes of completing the Qualifying Transaction) dated July 21, 2016 (the "Definitive Agreement"). The Definitive Agreement can be viewed on Verdant's SEDAR profile at www.sedar.com.
Closing of Qualifying Transaction
Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the Exchange's policies. The Qualifying Transaction is expected to close the week of July 25, 2016 subject to the satisfaction of the Exchange's conditions. On or prior to closing, Verdant will undergo a share consolidation on the basis of one new common share for every 6 currently issued and outstanding and will change its name to "Axis Auto Finance Inc.". All references to shares and convertible or exchangeable securities of Verdant herein give effect to the proposed Verdant share consolidation.
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.
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, satisfaction of the Exchange's listing approval conditions and completion of Verdant's proposed name change and share consolidation. 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 Qualifying 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 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.