Axion Ventures Inc. has entered into a Definitive Agreement dated October 27, 2021 to buy a 50% partnership investment in H2CI KuniUmi Asia, Inc. (“Hydrogen Investee Co”), a revolutionary business positioned to address one of the world’s most pressing issues – global decarbonization.
Hydrogen Investee Co has the unique perpetual commercialization rights to a proven and patented Canadian technology for economically refining green hydrogen at scale, with commercial extraction activities beginning in Quebec, Canada, in the first quarter of 2022.
The Company is acquiring the share from KUAM (Hong Kong) Investment 02 Ltd. on a favorable basis in exchange for consideration of US$1 and a two-year trailing earnout of US$1 per kg of hydrogen and oxygen extracted and sold by Hydrogen Investee Co. Hydrogen Investee Co aims to generate approximately 18,000 kg of hydrogen and oxygen per day from its Phase 1 commercial production, which will begin in early 2022, and will then expand to Phase 2 in 2022, with daily yields exceeding 100,000 kg. The Company intends to make additional announcements on Hydrogen Investee Co’s roadmap in the near future, as it has been aiding the firm strategically in all aspects and is thus far happy with the success and great outlook.
Global hydrogen consumption exceeds 70 billion kg per year, yet green hydrogen with zero carbon emissions from start to end has remained an elusive option due to cost constraints. Industrial-scale production of green hydrogen will herald a paradigm shift in the effort to decarbonize the world’s energy requirements.
The Company’s Board of Directors has also approved a name change that will be implemented in the near future, commensurate with the Company’s commitment to the ESG technology opportunity as an Investment Issuer while continuing to build its core legacy holdings of profitable video game assets.
The Agreement’s completion will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Mr. Yasuyo Yamazaki, Axion’s Executive Chairman, is the President and indirect controlling shareholder of KUAM02. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(a), respectively, because the Company’s common shares are not listed on specified markets and the initial consideration is less than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Agreement has been accepted by the Company’s independent directors, and the Company will have no managerial role in Hydrogen Investee Co. The Company anticipates not filing a material change report in connection with the Agreement more than 21 days prior to the anticipated completion date, as the Company wishes to complete the Agreement expeditiously for sound business reasons and in a timeframe consistent with market practice for transactions of this nature.
The Company looks forward to further announcements about this possibility and will soon offer shareholders with a new investor presentation.
