former CEO of Axion Ventures’ creditor files claim for 40,713,307 actions owed to the BC Supreme Court | 2021-04-07 | Press Releases

Singapore, Singapore – (Newsfile Corp. – April 7, 2021) – Mr. Yuki Hirakawa is a relevant shareholder of Axion Ventures Inc. (TSXV: AXV) (“Axion” or “AXV”), and a creditor of John Todd Bonner, the former CEO of AXV, and his family and affiliates under his control, including Cern One Limited, owned by Mr. Bonner’s third wife, Ms. Nithinan Boonyawattanapisut (“Nithinan”), also known as d ‘other old names, aliases, and identities such as “Jess”, “Fon”, “Rassarin Boonyawattanapisut” or “Jutamas Fuangkaew”. Mr. Bonner and Nithinan have jointly announced with Monaker Group, Inc. (“Monaker”) on several occasions the sale of certain shares of AXV to Monaker as part of the transaction involving a company called HotPlay.

Mr. Hirakawa wishes to set the record straight and provide information regarding his investments in AXV and his relationship with Mr. Bonner. In particular, Mr. Hirakawa is concerned about certain statements made in an “Affected Shareholder Proxy Circular” issued by Cern One Limited and Michael Bonner on March 31, 2021. Mr. Hirakawa notes that the circular does not appear to recognize his beneficial ownership. a substantial number of shares of AXV, and personally believes that it provides an inaccurate picture of the shares of AXV owned or controlled by Cern One.

Mr. Hirakawa’s investments

Mr. Hirakawa made a series of substantial investments in Mr. Bonner’s video game businesses, all of which were provided in exchange for shares of AXV. However, he only received AXV shares in respect of his initial investment in 2009. Despite repeated promises and confirmations from Mr. Bonner and Nithinan, including written confirmations from Mr. Bonner no later than ‘in August 2020, none of his additional shares were ever registered in his name.

According to Mr. Hirakawa’s understanding, as of November 2020, Cern One claimed to hold 53,308,452 shares of AXV for Mr. Bonner and Nithinan. Mr. Hirakawa says the vast majority of these shares belong to him as the true beneficial owner and they all need to be transferred.

Actions due to Mr. Hirakawa

Below is a table showing each of Mr. Hirakawa’s investments and the shares owed to him under each investment.

Investment Amount invested (US $) Hirakawa shares due
Initial investment 1,000,000 0
2014 Investment 3,000,000 16,200,000
2015 investment 2,000,000 8,062,550
2016 investment 500,000 4,450,757
2018 investment 1,000,000
2017 investment 1,800,000 12,000,000
$ 9,300,000.00 40 713 307

These figures are consistent with a spreadsheet prepared by Mr. Bonner and provided to Mr. Hirakawa on July 3, 2020, in which Mr. Bonner acknowledged that 28,713,307 AXV shares were owed to Mr. Hirakawa. The only error in Mr. Bonner’s spreadsheet of July 3, 2020 is the omission of the 2017 investment and the 12,000,000 AXV shares owed to Mr. Hirakawa in respect of that investment. Mr. Bonner admitted in writing to Mr. Hirakawa that this omission was an error on the part of Mr. Bonner.

Suspected impact of cease trade orders

In 2020, Mr. Bonner and Mr. Hirakawa had numerous email communications in which Mr. Hirakawa repeatedly requested that Mr. Bonner, Nithinan and / or their affiliates transfer to Mr. Hirakawa the 40,713,307 shares. which were due to him. Mr. Bonner has repeatedly acknowledged that the shares were in fact owed to Mr. Hirakawa and indicated (a) that he could not transfer the shares due to an pending cease trade relating to Axion Ventures, and (b) as soon as the cease trade orders made against Mr. Bonner, Axion Ventures and others by the British Columbia Securities Commission were no longer a hindrance, the shares would be transferred.

On July 20, 2020, Mr. Bonner wrote to Mr. Hirakawa as follows:

“Your loans to our family business will be exchanged for AXV equity when we are legally permitted to do so. We have already advised our lawyer to do this.”

“This will be done immediately after the management’s cease-trading order is lifted.”

On August 13, 2020, Mr. Bonner wrote to Mr. Hirakawa as follows:

“My wife will deliver shares in consideration for your loans where legally permitted. Axion is under a cease trade. When that is lifted, she will transfer the shares to you in exchange for the loans.”

On August 20, 2020, Mr. Bonner wrote to Mr. Hirakawa as follows:

“We cannot transfer from Cern One to a CTO.”

“My wife’s business is under CTO.”

On August 28, 2020, Mr. Bonner told Mr. Hirakawa the following:

“We have agreed to transfer the AXV shares to you as soon as the CTO is released. “

Partial revocation of trade orders

On March 30, 2021, in a decision indexed as 2021 BCSECCOM 117, the British Columbia Securities Commission partially revoked its cease trade order of June 16, 2020 against Mr. Bonner and its cease trade order of August 4. 2020 for all Axion titles. Adventures. The express purpose of the partial revocation of the cease trade orders was to allow Mr. Bonner and entities or persons affiliated with Mr. Bonner to transfer shares of Axion Ventures to Mr. Hirakawa and certain Japanese shareholders. additional:

[5] The Commission, under section 171 of the Act, orders the following:

(a) The management cessation order is partially revoked to allow Mr. Bonner to engage in any act, conduct or negotiation, directly or indirectly, to cause Bonner’s subsidiaries to transfer the shares of ‘Axion Ventures controlled by Mr. Bonner and Bonner subsidiaries to Japanese shareholders.

(b) Axion Ventures’ ceasing order is in part revoked to allow Mr. Bonner to engage in any act, conduct or negotiation, directly or indirectly, for Bonner’s affiliates to transfer the shares of Axion Ventures controlled by Mr. Bonner and affiliates of Bonner. to Japanese shareholders.

Demand

Despite Mr. Bonner’s repeated statements that he wished to supply Mr. Hirakawa with the AXV shares owed to him, but was unable to do so due to the cease trade orders, to Mr. Hirakawa’s knowledge , Mr. Bonner has still not taken all the necessary steps to transfer the 40,713,307 AXV shares to Mr. Hirakawa.

Mr. Hirakawa also demanded that none of Mr. Bonner, Nithinan, Cern One or their affiliates attempt to exercise the voting rights associated with the 40,713,307 AXV shares at a future meeting of AXV shareholders. Mr. Hirakawa holds the exclusive right to vote these shares in his sole discretion, and no other entity has the right to exercise the voting rights associated with the shares. The election of Mr. Hirakawa is to support the resolutions presented by the Company in its information circular for the AGM of April 15, 2021.

Mr. Hirakawa has since filed a claim with the Supreme Court of British Columbia (the “Claim”) against Mr. Bonner, Nithinan, Cern One and an associated entity seeking a declaration that the defendants hold 40,713,307 AXV shares. in trust for Mr. Hirakawa. , and an order transferring these shares to him.

Contact information:

Yuki hirakawa

Email: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79668

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