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Axion Power International Announces That the Chapter 11 Reorganization Plan for Mega-C Power Corporation Has Been Consummated.


WOODBRIDGE, Ontario Woodbridge is a large suburban community (Estimated 2006 pop. 101,170)[1] in the City of Vaughan, just north of Toronto. It was once an independent town before being amalgamated with nearby communities to form the city in 1971.  -- Axion ax·i·on  
n.
A hypothetical boson having no charge or spin and small mass, proposed to explain the existence of certain symmetries of the strong nuclear force.



[axi(al) + -on1.]
 Power International, Inc. (Pink Sheets:AXPW) announced today the Chapter 11 plan of reorganization for Mega-C Power Corporation proposed by William M. Noall, Mega-C's Chapter 11 Trustee, Axion and others became effective and was consummated on November 21, 2006. In connection with the plan consummation:

* Axion's creditor claims against Mega-C have been compromised for $100;

* All pending and potential disputes between Mega-C and Axion, including potential derivative claims of Mega-C's creditors and shareholders have been released and settled;

* All of Mega-C's claimed interests in Axion's e3 Supercell technology, together with all of its tangible and intangible assets Intangible Asset

An asset that is not physical in nature.

Notes:
Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets.
 other than litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 claims against non-Axion parties have been conveyed to Axion;

* 1,500,000 Axion shares that were held in trust for the benefit of the Mega-C's creditors and shareholders have been returned to Axion for cancellation;

* 627,500 Axion shares that were held in trust for the benefit of the Mega-C's creditors and shareholders have been used to pay accumulated trust expenses through the effective date;

* 668,335 Axion shares that were held in trust for the benefit of the Mega-C's creditors and shareholders have been used to secure $2,005,000 in non-recourse loans to the trust, which has turned the proceeds over to the Chapter 11 estate to pay priority and administrative claims in accordance with the plan; and

* 5,331,665 Axion shares have been retained in trust for the benefit of a newly formed Mega-C liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.

A type of proceeding pursuant to federal Bankruptcy
 trust and Mega-C's shareholders; and will be sold or distributed when the respective rights and interests of Mega-C's disputed creditors and shareholders are ultimately resolved by the Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties. .

The litigation settlement and releases provided by the plan, which are as broad as the law allows, are now binding on Mega-C and all of its creditors and shareholders. The conveyance of Mega-C's tangible and intangible personal property eliminates conflicting claims to Axion's e3 Supercell technology. The plan requires the successor to the Chapter 11 estate to obtain dismissals of all derivative actions A lawsuit brought by a shareholder of a corporation on its behalf to enforce or defend a legal right or claim, which the corporation has failed to do.

A derivative action, more popularly known as a Stockholder's Derivative Suit, is derived from the primary right of the
 that are pending in the Canadian courts.

After accounting for the conversion rights of certain holders of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
, Axion had 20,242,279 common equivalent shares outstanding on November 20, 2006. Therefore, the share cancellation represents a 7.4% decrease in the number of issued and outstanding shares and a proportionate increase in the value of each outstanding share. After giving effect to the settlement and accounting for the conversion rights of certain holders of preferred stock, Axion now has 18,742,287 common equivalent shares outstanding.

Tom Granville, Axion's CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , said, "We are delighted to have a final resolution of the legal issues that have plagued Axion for years. Now that the plan has been consummated, we believe all appeals are effectively mooted. The plan eliminates conflicting claims to our technology and because of the broad releases included in the plan, we believe our risk of future litigation is not significant. The plan also creates a logical path forward that will allow Mega-C's creditors to be paid and the holders of its allowed equity interests to become Axion stockholders in due course."

Mr. Granville continued: "Most importantly Adv. 1. most importantly - above and beyond all other consideration; "above all, you must be independent"
above all, most especially
, we can now concentrate all our resources on bringing the e3 Supercell technology to market. I look forward to leading Axion as we continue preparation for a series of planned demonstrations of our e3 Supercell technology that are scheduled to begin in the first quarter of 2007."

Mr. Granville concluded: "While plan consummation in the Mega-C bankruptcy is probably the single most important event in Axion's corporate history, we want to remind investors that our financial statements for the years ended December 31, 2003, 2004 and 2005 are currently being re-audited and material restatements are likely. We expect to resolve the remaining accounting issues in the near future."

About Axion Power International, Inc.

Axion uses patented carbon electrode assemblies to replace the negative electrodes found in conventional lead-acid batteries. The end result is the e3 Supercell; a battery-supercapacitor hybrid that offers higher power Higher power is a term used in a 12-step program, such as Alcoholics Anonymous, to describe "a power greater than yourself." Although many participants equate their higher power with God, a belief in God or in formal religion is not mandatory; the higher power is intended as a , faster recharge; longer-life and reduced lead content in a low-cost device that can be designed to deliver maximum power for fast discharge applications; maximum energy for slow discharge applications; or almost any balance between the two.

Axion is currently producing pre-commercial prototype e3 Supercells in small quantities at its lead-acid battery plant in New Castle, Pennsylvania New Castle is a city in Lawrence County, Pennsylvania, 50 miles (80 km) northwest of Pittsburgh, Pennsylvania; in 1910, the total population was 36,280; in 1920, 44,938; and in 1940, 47,638. The population was 26,309 at the 2000 census. . These pre-commercial prototypes use the same cases, materials, internal components and manufacturing equipment as Axion's conventional lead-acid batteries. The only notable manufacturing difference is the use of carbon electrode assemblies for the negative electrodes.

Axion believes e3 Supercells are the only class of advanced battery that can be assembled on existing lead-acid battery production lines throughout the world without significant changes to production equipment and fabrication fabrication (fab´rikā´shn),
n the construction or making of a restoration.
 processes. It also believes it will be able to manufacture carbon electrode assemblies in volume at low cost using standard automated production methods that are commonly used in other industries. If and when its electrode manufacturing methods are fully developed, Axion believes it will be able to sell carbon electrode assemblies as virtual plug and play replacements for the lead based negative electrodes used by all other battery manufacturers.

Axion's goal is to become the leading supplier of carbon electrode assemblies for the lead-acid battery industry.

"Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995:

Certain statements in this Press Release are "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" within the meaning of the Private Securities Litigation Act of 1995. These statements include, without limitation, statements concerning the impact of the settlement agreement on our future business prospects and our ability to successfully complete the commercialization of the e3 Supercell. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include the risk that the settlement agreement will not produce the results we intend and all of the risks inherent in commercializing a new product (including technology risks, market risks, financial risks and implementation risks, as well as other risks and uncertainties affecting the Company, included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov. We disclaim any intention or obligation to revise any forward-looking statements, including, without limitation, financial estimates, whether as a result of new information, future events, or otherwise.

Note to Editors: The "3" in "e3" should be superscript Any letter, digit or symbol that appears above the line. For example, 10 to the 9th power is written with the 9 in superscript (109). Contrast with subscript. .
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 21, 2006
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