Mr. Grant Kim reports

AXION PROVIDES CORPORATE UPDATE AND ANNOUNCES VOLUNTARY DELISTING FROM TSX-V

Axion Ventures Inc. is providing the following corporate update.

Listing on Cboe Canada

The company has applied for and received conditional approval to list its common shares on the NEO Exchange Inc., operating as Cboe Canada. The completion of the company's listing on Cboe is subject to a number of conditions, including completion of a financing, the acquisition of a 50-per-cent interest in H2CI-KuniUmi Asia, Inc. (see below) and satisfaction of all standard listing requirements of Cboe Canada.

The company has applied to voluntarily delist the common shares from trading on the TSX Venture Exchange (TSX-V) after receiving the requisite approval of such application from the majority of minority shareholders of the company at the annual general and special meeting of shareholders held on Feb. 16, 2023. In the event that the company delists from the TSX-V, the company will continue as an unlisted reporting issuer under Canadian securities laws until such time as the company completes its listing on Cboe Canada.

Acquisition of H2CI-KuniUmi Asia, Inc.

Further to its news releases of Nov. 1, 2021, and Aug. 11, 2022, the company continues to pursue its proposed acquisition of a 50-per-cent interest in H2CI-KuniUmi Asia, Inc. The completion of the acquisition is expected to be completed after delisting from the TSX-V and prior to listing on Cboe Canada, and accordingly is not subject to review by the TSX-V. The acquisition is not expected to be subject to approval by the shareholders of the company.

Litigation updates

Axion civil claim

As previously announced, the company has brought an action against its former chief executive officer and their affiliates for the theft of significant assets of the company.

In connection with the Axion civil claim, the company filed an application for an injunction to prevent the defendants from proceeding with overlapping claims in other jurisdictions. The injunction application is scheduled to be heard commencing on Nov. 27, 2023.

Since March 3, 2023, the Supreme Court of British Columbia has found a number of the defendants guilty on four counts of contempt of court.

On May 16, 2023, the Supreme Court of British Columbia ordered the contemnors to post a bond or a letter of credit in the amount of $3,437,521 (U.S.). On June 8, 2023, the Supreme Court of British Columbia found that the contemnors' conduct is indicative of their disregard for the authority of the court and ordered that the contemnors post $250,000 by July 10, 2023. The contemnors have filed an appeal, for which no date has yet been set and the contemnors have yet to file their completed appeal materials. No such bond or letter of credit amounts have been posted by the contemnors to date.

On July 21, 2023, the company filed an application with the Supreme Court of British Columbia for, among other things, further findings of contempt against the contemnors for failing to comply with the orders of May 16 and June 8, 2023. The application was heard during Aug. 14 to 18, and Sept. 25 to 26, 2023, and judgment has been reserved.

U.S. civil action

Since the stay of proceedings on Oct. 25, 2022, there have been no developments with respect to the litigation initiated in the United States District Court for the Western District of Washington, which is described more fully in the company's most recent interim financial statements. However, on Feb. 3, 2023, the Supreme Court of British Columbia found the allegations that the company had obtained court judgments against its former CEO and their affiliates by means of fraud, made in both the U.S. Civil Action and the Axion civil claim, to be unsubstantiated.

Settlement of interest on convertible debentures

The company has issued an aggregate of 402,587 common shares to certain arm's-length holders of convertible debentures of the company. In accordance with the terms of the convertible debentures, the common shares were issued at market price at the time of settlement of the interest obligations. Of the 402,587 common shares issued: (i) 288,007 common shares were issued on Jan. 8, 2020, at a deemed price per common share of 31 cents; and (ii) 114,580 common shares were issued on June 3, 2020, at a deemed price per common share of 27 cents. No new insiders of the company were created as a result of such issuances. The share issuances are subject to the acceptance of the TSX-V.

We seek Safe Harbor.