ABXX Abaxx Technologies Inc

Abaxx Technologies Inc. (NEO:ABXX)(OTCQX:ABXXF) (“Abaxx Tech” or the “Company”), a financial software and market infrastructure company and majority shareholder of Abaxx Singapore Pte. Ltd. (“Abaxx Singapore”), the owner of Abaxx Commodity Exchange and Clearinghouse (individually, “Abaxx Exchange” and “Abaxx Clearing”), and producer of the SmarterMarkets™ Podcast, is pleased to announce that Abaxx Singapore has, as part of a US$20 million to US$35 million best efforts equity private placement of preferred shares (the “Preferred Shares”) of Abaxx Singapore (the “Offering”), signed a definitive investment agreement with an initial corporate investor to participate in an offering of 2,144,563 Preferred Shares and Ordinary Shares in the first tranche (the “First Tranche”) of the Offering. As part of the First Tranche, Abaxx Singapore will also issue 1,932,610 ordinary shares (the “Ordinary Shares”) from treasury to a fully-owned subsidiary of the Company for cash and settlement of intercorporate debts. The Offering is expected to close in September 2023. The investor for Preferred Shares in the First Tranche is a global market infrastructure operator.  

The Preferred Shares will be offered only to strategic corporate investors at a price of $4.718 (USD) per Preferred Share (the “Purchase Price”). The Preferred Shares will be convertible into Ordinary Shares at the holder’s option or upon the occurrence of specific events, as well as a put right that, upon the occurrence of certain events, will allow purchasers of Preferred Shares the ability to sell their shares back to Abaxx Singapore at the original purchase price therefor. In addition, it is anticipated investors will be granted some limited preemptive rights in connection with future capital raising by Abaxx Singapore. Investors in the Preferred Shares will also have, subject to regulatory approval, the right to nominate one director to serve on the Abaxx Singapore board of directors. The issuance of the Preferred Shares under the Offering will result in the Company owning at least 72.69% of the voting shares in Abaxx Singapore, assuming the Offering is fully-subscribed and all Preferred Shares are converted into Ordinary Shares, and assuming the exercise of any Ordinary Share purchase warrants, as referred to below. Abaxx Singapore currently has 26,683,810 issued and outstanding Ordinary Shares.

Following the closing of the First Tranche, the Company plans to hold the funds raised for required reserve capital in order to fulfill regulatory requirements from the Monetary Authority of Singapore for Abaxx Exchange to operate as a Recognized Market Operator (“RMO”) and in subsequent closings, for Abaxx Clearing to obtain an “Approved Clearing House (“ACH”) license, each contingent upon regulatory approvals and successful execution of the Offering.

In concert with the Offering, Abaxx Tech has agreed to fund up to US$11,000,000 of Abaxx Singapore’s projected working capital requirements through its subscription for units (the “Units”) of Abaxx Singapore at a price of US$4.718 per Unit (the “Ordinary Share Offering”). Each Unit will consist of one Ordinary Share and one Ordinary Share purchase warrant (each, a “Warrant”), with each Warrant exercisable for an Ordinary Share at a price of US$4.718 per Ordinary Share, exercisable within 6 months of the date of issuance. It is expected the Ordinary Share Offering will close subsequent to the First Tranche.

These recent developments align with the Company's previously communicated strategy to focus on the development of its software products in Abaxx Singapore. The Company is focused on its core operations and plans to divest some of its legacy assets, Pasig & Hudson Private Limited, Smart Crowd Holdings Limited and the Tacora Port Royalty, in order to concentrate its efforts on operations in Singapore. These legacy assets have not been a strategic part of the Company’s operations for many years and merely reflect historic corporate relationships.

Q2 2023 Business Update Investor Call

The Company plans to host a quarterly business update investor presentation, to provide a business update and respond to investor questions.

The Company will hold the investor presentation via Zoom Meetings on Thursday, August 17th at 10:00 a.m. Eastern Standard Time Zone (EST). The Company invites current and prospective shareholders to attend this quarterly business update and Q&A session with the Abaxx executive team. Attendees may email their questions in advance to ir@abaxx.tech.

Registration will be required to access the meeting. Following the presentation, a recording of the session will be made available on the Abaxx Investor Relations website at investors.abaxx.tech.

PRESENTATION DETAILS:

DATEThursday, August 17th, 2023

TIME10:00 AM Eastern Standard Time (EST)

LOCATIONZoom MeetingTo receive the meeting link and passcode, please register here.

QUESTIONSPlease submit questions ahead of the presentation to: ir@abaxx.tech.

This announcement has been prepared for publication in Canada and may not be released to U.S. wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or any state securities laws, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.Abaxx Technologies

Abaxx is a development-stage financial software and market infrastructure company creating proprietary technological infrastructure for both global commodity exchanges and digital marketplaces. The company’s formative technology increases transaction velocity, data security, and facilitates improved risk management in the majority-owned Abaxx Commodity Exchange (Abaxx Singapore Pte. Ltd.) - a commodity futures exchange seeking final regulatory approvals as a Recognized Market Operator (“RMO”) and Approved Clearing House (“ACH”) with the Monetary Authority of Singapore (“MAS”). Abaxx is a founding shareholder in Base Carbon Inc. and the creator and producer of the SmarterMarkets™ podcast.

For more information please visit abaxx.tech, abaxx.exchange and smartermarkets.media.

For more information about this press release, please contact:

Steve Fray, CFOTel: 416-786-4381

Media and investor inquiries:

Abaxx Technologies Inc.Investor Relations TeamTel: +1 246 271 0082E-mail: ir@abaxx.tech 

This News Release includes certain "forward-looking information" (sometimes also referred to as “forward-looking statements”) which does not consist of historical facts. Forward-looking information includes estimates and statements that describe Abaxx or the Company’s future plans, objectives, or goals, including words to the effect that Abaxx expects a stated condition or result to occur. Forward-looking information may be identified by such terms as “seeking”, “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking information is based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although forward-looking information is based on information currently available to Abaxx, Abaxx does not provide any assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking information could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes but is not limited to, Abaxx’s objectives, goals or future plans, statements regarding anticipated financings and expectations regarding the use of proceeds thereof, both current and future, including the size, pricing, terms, and timing of closing of the First Tranche and any subsequent tranche(s) in the Offering, receipt of regulatory approvals and licenses, including the RMO and ACH licenses, timing of the commencement of operations, financial predictions, and estimates of market conditions. Such factors include, among others: risks relating to the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing, including the Company’s ability to utilize the Company’s at-the-market equity offering program (the “ATM Program”) and the prices at which the Company may sell Common Shares in the ATM Program, as well as capital market conditions in general; the competitive nature of the industry; currency exchange risks; the need for Abaxx to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on Abaxx and the industry; failure to obtain the requisite licenses from the regulatory authorities in a timely fashion or at all, including the RMO and ACH licenses; the ability to list the Company’s securities on stock exchanges in a timely fashion or at all; network security risks; the ability of Abaxx to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of Abaxx include but are not limited to: operations in foreign jurisdictions; protection of intellectual property rights; contractual risk and third-party risk; clearinghouse risk, malicious actor risks, third-party software license risk, system failure risk, risk of technological change anddependence of technical infrastructure;;, capital market conditions and share dilution resulting from the ATM Program and from other equity issuances; an inability of Abaxx Tech to raise sufficient funds to complete the Ordinary Share Offering; and restriction on labor and international travel and supply chains. Abaxx has also assumed that no significant events occur outside of Abaxx’s normal course of business.

Abaxx cautions that the foregoing list of material factors is not exhaustive. In addition, although Abaxx has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, or intended. When relying on Abaxx's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Abaxx has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Abaxx as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Abaxx does not undertake to update this information at any particular time except as required in accordance with applicable laws. CBOE Canada does not accept responsibility for the adequacy or accuracy of this press release.