Axios Mobile Assets Corp. (OTCPK:AXBS.D) entered into an agreement in principle to acquire Axsense Inc. from Marc Topacio, Oleg Belittchenko, Pre-emptive Perspectives Inc. and Richard MacDonald for CAD 2.3 million in units on November 18, 2015. Axios Mobile Assets Corp. will issue units for the acquisitions. Each unit will consist of one common share of Axios and one full common share purchase warrant and each warrant entitling the holder to purchase one additional common share of Axios at a price of CAD 1.50 per share within 36 months of the closing date. 15% of the Axios shares received by each of the shareholders
will be placed in escrow on closing. Such Axios shares will be released from escrow to the applicable shareholders on the second anniversary of closing date. Axios will be relying on the exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval of the transaction. 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, third party approval, resignation by Axsense Directors, approval by shareholders of Axsense, 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. Tom Rose and Shona Smith of Troutman Sanders LLP acted as legal advisors for Axios Mobile. Jacob Securities Inc. acted as fairness opinion advisor for Axios Mobile.