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 best efforts equity private placement of preferred shares (the “Preferred Shares”) and Ordinary Shares (the “Ordinary Shares”) of Abaxx Singapore (the “Offering”), signed definitive investment agreements with a group of strategic corporate investors to participate in an Offering of 953,787 Preferred Shares and 4,837,392 Ordinary Shares for aggregate gross proceeds of approximately US$27,323,013. The investors for Preferred Shares are Abaxx’s first group of globally recognized strategic participants in the market infrastructure and commodity ecosystems, while Abaxx Tech (through an indirect wholly-owned subsidiary) is the investor for the Ordinary Shares. Closing of the Offering is anticipated to occur on or about January 8, 2024.

The Preferred Shares have been offered solely to strategic corporate investors at a price of US$4.718 per Preferred Share (the “Purchase Price”). The Preferred Shares will be convertible into Ordinary Shares of Abaxx Singapore 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 Preferred Shares back to Abaxx Singapore at the Purchase Price. In addition, investors will be granted some limited pre-emptive rights in connection with any future capital raising by Abaxx Singapore. Investors of 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.

For the Ordinary Shares, Abaxx Technologies Corp. (Barbados) (“Abaxx Barbados”), an indirect wholly-owned subsidiary of the Company, has subscribed for 3,730,362 units (the “Units”) of Abaxx Singapore at the Purchase Price, with each Unit consisting of one Ordinary Share and one Ordinary Share purchase warrant (a “Warrant”) exercisable at a price of US$4.718 for a period of 12 months. Abaxx Singapore will also issue 1,107,030 Ordinary Shares to Abaxx Barbados for settlement of intercorporate debts at the deemed Purchase Price, for an aggregate total of 4,837,392 Ordinary Shares and 3,730,362 Warrants being issued to Abaxx Barbados in connection with the Offering. The issuance of the securities to Abaxx Barbados and the Preferred Shares to investors under the Offering will result in Abaxx Barbados owning not less than 86.92% 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 Warrants issued to Abaxx Barbados. Abaxx Singapore currently has 26,683,810 issued and outstanding Ordinary Shares.

Net proceeds from the Offering will be used for working capital and reserve capital purposes.

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.

About 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 through its indirect majority-owned subsidiaries Abaxx Exchange and Abaxx Clearing which, respectively, operate a commodity futures exchange and clearinghouse that have recently obtained final regulatory approvals to operate as a Recognized Market Operator (“RMO”) and an 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, CFO Tel: 416-786-4381

Media and investor inquiries:

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

Forward-Looking Statements

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 Offering and any subsequent tranche(s), receipt and timing of regulatory approvals, the Company’s anticipated future holdings of Abaxx Singapore, timing of the commencement of operations and 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, 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 requisite approvals from regulatory authorities in a timely fashion or at all; 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 and dependence of technical infrastructure; capital market conditions and share dilution resulting from equity issuances; an inability of Abaxx Singapore to raise sufficient funds; and restrictions 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.