Axis Auto Finance Inc. (TSXV:AXIS) entered into a share purchase agreement to acquire Trend Financial Corp. for CAD 14.3 million on March 6, 2018. Out of total consideration, CAD 0.9 million will be paid to the vendors who exercised the exercised options, CAD 1.7 million shall be paid by Axis Auto Finance by the delivery to the escrow agent of 2.02 Axis shares, 1.01 Axis warrants and 1.56 Axis option warrants on account of the escrow amount, CAD 1.4 million shall be paid by Axis Auto Finance by the delivery to the escrow agent of 1.68 million Axis Shares, 0.84 million Axis warrants and 1.29 Axis option warrants to form the maximum contingent consideration payable hereunder to be held in escrow, CAD 2.3 million shall be paid by Axis Auto Finance by the issuance of 3.25 million Axis shares, 1.63 million Axis warrants and 0.29 million Axis option warrants to be fully delivered to the depositary for delivery to the vendors, CAD 3 million shall be paid in the form of Axis Auto Finance’s debentures, CAD 1 million shall be held as hold back amount and placed into escrow, and the balance of CAD 4 million shall be paid in cash. The escrow amount shall be released by the escrow agent nineteen months following the closing date. Each warrant will entitle the holder thereof to purchase a common share at a price of CAD 0.9 at any time during a period of 36 months following the closing date of the transaction. The purchase price is subject to possible adjustments with respect to closing date shareholders equity and portfolio losses on the Q4 2016 and the CY 2017 receivables. Certain shareholders and option holders of Trend Financials holding, in the aggregate 76% of the class "B" common shares, 100% of the class "A" common shares, 100% of the exercised options and 88% of the purchased options have entered into lock-up agreements with Axis, pursuant to which, they have agreed to tender all of the equity securities of Trend Financial owned or controlled by them to the bid. Axis Auto Finance plans to fund the transaction through a private placement offering of approximately CAD 6.5 million of subscription receipts and approximately CAD 17.5 million of extendible convertible debentures. As part of the transaction, Axis will assume a credit facility with a Canadian Schedule 1 bank, increasing Axis' access to growth capital. The transaction is subject to a number of conditions including, the satisfaction or waiver of all conditions set out in the share purchase agreement, 90% of the Class "A" shares and Class "B" shares of Trend Financial other than any Class "A" shares or Class "B" shares held by Axis Auto Finance, being deposited under the offer, financing being completed, lock-up agreements being complied with and not being terminated, all outstanding options, or any other rights or entitlements granted to purchase or otherwise acquire authorized and unissued Class "A" shares or Class "B" shares shall being exercised, converted, or repurchased, each of the Directors and Officers of Trend Financial shall have tendered their resignation, receipt of all necessary regulatory approvals, execution of mutual separation and release agreements, and stock exchange approval. As on March 22, 2018, Axis Auto Finance completed the private placement financing of subscription receipts and extendible convertible unsecured subordinated debentures. The transaction is expected to close on or about April 2, 2018. The transaction is expected to be immediately accretive to Axis' adjusted earnings and book value. INFOR Financial Inc. acted as financial advisor and Nicole Bacsalmasi of Dentons Canada LLP acted as legal advisor for Axis Auto. Mihkel Holmberg of Holmberg Watson Business & Estate Lawyers acted as legal advisor for vendors. In connection to the closing of the transaction, Axis will pay INFOR Financial Inc. a fee of CAD 0.3 million out of which CAD 0.23 million was paid in cash and rest in units comprising of 0.10 million common shares and 0.05 million warrants.