Axis Auto Finance Inc. (TSXV:AXIS) entered into a share purchase agreement to acquire Cars on Credit Financial Inc. from Nordic Capital Corporation for approximately CAD 10.9 million on December 20, 2017. The purchase price is comprised of a first payment, a second payment, an escrow and contingent payment less aggregate debt. As of February 1, 2018, consideration comprised of CAD 6.6 million in cash; CAD 3 million in cash paid into escrow and, subject to certain exceptions, releasable no later than the date that is 18 months from the closing date of the Acquisition; and a contingent amount of up to CAD 1.5 million in cash payable in accordance with the terms of the Share Purchase Agreement. Axis plans to fund the transaction through a private placement of approximately CAD 15 million worth of subscription receipts co-led by Canaccord Genuity Corp. and INFOR Financial Inc. and including PI Financial Corporation and Raymond James Ltd., the Agents. As of February 1, 2018, the acquisition was funded by a private placement financing which closed on January 19, 2018 (the "Offering") through a syndicate of agents co-led by Canaccord Genuity Corp. and INFOR Financial Inc. and including PI Financial Corporation and Raymond James Ltd. Pursuant to the Offering, Axis issued 27,142,858 subscription receipts (the "Subscription Receipts") at a price of CAD 0.70 per Subscription Receipt for gross proceeds of approximately CAD 19 million. The transaction is subject to customary closing conditions including regulatory approval, approval by Axis and Cars on Credit Boards, resignation of Cars on credit Directors, consent of lender and the closing of equity and debt financing and expected to close on or about January 31, 2018. The transaction is expected to be immediately accretive to Axis’ Adjusted Earnings and on a Price-to-Book basis. Rebecca Kacaba of Dentons Canada LLP acted as legal advisor to Axis and Diane Karnay of Wilson Vukelich LLP acted as legal advisor to Cars on Credit. INFOR Financial Inc. acted as financial advisor to Axis and is to be paid a fee of CAD 0.3 million.