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Axios Mobile Assets : Announces Agreement in Principle to Acquire Axsense Inc.

11/18/2015 | 04:50pm EDT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Mississauga, Ontario, November 18, 2015 – Axios Mobile Assets Corp. (CSE:AXA; OTCQB:AXBSD) (“Axios” or the “Company”) announced today that it has reached an agreement in principle to acquire all of the issued and outstanding shares of Axsense Inc. (“Axsense”) as well as in exchange for the issuance of up to $2,500,000 of units of Axios Mobile Asset Corp. Each unit will consist of one common share of Axios and and one full common share purchase warrant (a “Warrant”), each Warrant entitling the holder to purchase one additional common share of Axios at a price of $1.50 per share within 36 months of the closing date.

Axsense has developed a proprietary sensor and system which Axios believes will enhance its pallet systems by adding a device that can provide temperature sensing, and potentially also shock sensing, CO2 sensing and GPS sensing.

Certain of the shareholders of Axsense are also officers and directors of Axios and therefore the transaction constitutes a related party transaction for the purposes of applicable securities laws. Axios will be relying on the exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval of the transaction that are contained in sections 5.5(1)(a) and 5.7(1)(a) respectively of Multilateral Instrument 61-101.

Axios has constituted a committee of independent directors to review and negotiate the transaction on Axios' behalf. Completion of the acquisition is subject to, among other things, finalizing formal documentation, completion of due diligence, receipt of regulatory approvals, receipt of approval of the committee of independent directors and receipt of a fairness opinion from Jacob Securities Inc. confirming that the consideration to be paid pursuant to the transaction is fair to Axios from a financial point of view.

About Axios Mobile Assets

Axios Mobile Assets Corp. is a supply chain logistics company.  Axios is becoming a key supplier of pooled pallets primarily in the perishable food category. The Axios Solution, includes proprietary tracking and information systems that deliver actionable data that helps improve supply chain visibility and food safety. The Axios Solution is gaining market acceptance based on its unique attributes: lower total cost, lighter weight, sanitary pallets, and real time data. 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, and on the OTCQB Venture Marketplace under the symbol AXBSD.

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

Forward-Looking Statements

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the anticipated completion of the proposed private placement. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. The assumptions on which the forward looking statements contained herein rely include the ability to obtain to satisfy the conditions to closing of the proposed acquisition. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold within the United States absent such registration or an applicable exemption from such registration requirements.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

##

Contacts

Rich MacDonald, Pres. & CEO
(877) 762-9467 x601
rmacdonald@axiosma.com

Peter Murray, Shareholder Contact
778-839-8382
pmurray@axiosma.com

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