Abaxx to acquire 10.9% ownership interest in MineHub
Vancouver, British Columbia--(Newsfile Corp. - August 1, 2024) - MineHub Technologies Inc. (TSXV: MHUB) (OTCQB: MHUBF) ("MineHub" or the "Company"), a leading provider of digital supply chain solutions for the commodities markets, is pleased to announce that it has entered into a share exchange agreement dated July 31, 2024 (the "Share Exchange Agreement") with Abaxx Technologies Inc. (Cboe CA: ABXX) (OTCQX: ABXXF) ("Abaxx") for the purposes of developing a strategic partnership to drive digitization more broadly within the physical commodities markets. Abaxx, an indirect majority-owner of Abaxx Exchange and Abaxx Clearing, has developed and deployed technologies that unlock latent value in global markets with products that make communication, trade, and transactions easier and more secure. The companies share a joint mission to improve data transparency and empower market participants with better tools to meet the ever evolving commodities landscape, which is facing new challenges such as the energy transition and increasing regulatory pressure. Comprehensive digital tools are more necessary than ever to adapt to a changing market environment.
Abaxx and MineHub are partnering to explore a wide range of commercial and product collaboration opportunities centered on leveraging their collective expertise and capabilities to magnify the value that they can deliver to customers, as well as to shareholders. Benefits of the collaboration include:
- Exploring data integration between Abaxx and MineHub digital tools to broaden the value available to customers and amplify commercial traction
- Partnering to facilitate entry into commodities markets, beyond copper and aluminum where MineHub has focused historically
- Leveraging Abaxx's ID++ identity protocol to enrich MineHub's ability to provide customers with a secure and easy-to-use communication tool
- Bolstering the physical commodities market's ability to meet progressing requirements related to sustainability (i.e. reporting, carbon offsetting, traceability)
- Enabling more efficient, secure hedging by providing a bridge between physical and financial commodities data while preserving data privacy
- Promoting compliance within a new and ever-evolving global regulatory landscape
Andrea Aranguren, President, CEO & Director of MineHub, commented: "We are energized by the vast number of exciting collaboration opportunities unlocked by partnering with Abaxx. By leveraging each other's strengths and capabilities, together we can capitalize on existing market momentum to expedite the adoption of our tool sets and maximize the value that we can deliver to our customers."
Josh Crumb, Founder and CEO of Abaxx said, "Smarter markets require smarter commodity data and the ability to trace commodities through their supply chains. MineHub has built a best-in-class team providing secure digitally integrated workflows for physical supply chains. We look forward to working with MineHub to bring our shared resources to this shared vision."
Under the Share Exchange Agreement, MineHub will receive up to 219,167 Abaxx common shares (the "Abaxx Shares") in exchange for the issuance of 8,333,333 common shares of MineHub at a deemed price per share of $0.30 (the "MineHub Shares"), representing approximately 10.9% of MineHub on an outstanding basis (the "Share Exchange"). Additionally, Abaxx will receive 8,600,000 common share purchase warrants of MineHub, exercisable for a period ending November 15, 2024 at a price of $0.35 per common share, which would represent an additional 9.0% of MineHub upon exercise (the "MineHub Warrants"). The initial tranche is expected to close on or about August 15, 2024 (the "Closing Date") and is subject to the satisfaction of closing conditions, including approval of the TSX Venture Exchange as it relates to the issuance of the MineHub Shares and the MineHub Warrants to Abaxx, and the approval of Cboe Canada Inc. as it relates to the issuance of Abaxx Shares to MineHub. The Abaxx Shares will be issued in two tranches to MineHub, with the first tranche of 109,584 Abaxx Shares to be issued on the Closing Date and a second tranche of either 109,583 Abaxx Shares or C$1,500,000 in cash to be issued or paid at Abaxx's election, on or before September 9, 2024 (the "Tranche 2 Closing Date"). The MineHub Shares will be issued in two tranches to Abaxx, with the first tranche of 4,166,667 MineHub Shares and the MineHub Warrants to be issued on the Closing Date and a second tranche of 4,166,666 MineHub Shares to be issued on the Tranche 2 Closing Date. Under the Share Exchange Agreement, both parties have agreed to certain daily resale limits. For so long as Abaxx's ownership in MineHub is at least 9.9% on a partially diluted basis following the Closing Date, Abaxx has agreed to certain voting support provisions in favour of MineHub and has been granted participation rights to maintain its pro rata equity interest in MineHub on the terms and conditions of the Share Exchange Agreement. Abaxx will additionally be granted a board observer right upon closing of the transaction.
The parties have agreed to enter into a value-added reseller agreement prior to the Closing Date to, among other things, establish the terms upon which Abaxx will grant MineHub a license to market and distribute Abaxx's products as well as the joint development, integration and distribution of new products.
Abaxx intends to file a prospectus supplement to its short form base shelf prospectus dated March 13, 2024, qualifying the issuance of the Abaxx common shares to MineHub. The MineHub shares and MineHub warrants to be issued to Abaxx, and any MineHub common shares issued upon exercise of such warrants, will bear a hold period of four months and a day from the Closing Date or Tranche 2 Closing Date as the case may be.
Advisors
Haywood Securities Inc. is acting as financial advisor and Cozen O'Connor LLP is acting as legal counsel to MineHub in connection with the transaction. Peterson McVicar LLP is acting as legal counsel to Abaxx.
About Abaxx
Abaxx is building Smarter Markets - markets empowered by better financial technology and market infrastructure to address our biggest challenges, including the energy transition. In addition to developing and deploying financial technologies that make communication, trade, and transactions easier and more secure, Abaxx is an indirect majority-owner of subsidiaries Abaxx Exchange Pte. Ltd. and Abaxx Clearing Pte. Ltd., recognized by the Monetary Authority of Singapore as a "recognised market operator" (RMO) and "approved clearing house" (ACH), respectively.
Abaxx Exchange Pte. Ltd. and Abaxx Clearing Pte. Ltd. are a Singapore-based commodity futures exchange and clearinghouse, introducing centrally cleared, physically deliverable commodities futures and derivatives to provide better price discovery and risk management tools for the commodities critical to our transition to a lower-carbon economy.
For more information about Abaxx, 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 0082
E-mail: ir@abaxx.tech
About MineHub
MineHub is the digital supply chain platform for the commodity markets, making raw material supply chains more efficient, resilient and sustainable. MineHub provides enterprise-grade digital solutions that connect buyers, sellers, laboratories and financiers within physical commodities supply chains in a digitally integrated workflow powered by data that is useable, shareable, verifiable and unforgeable. Users of MineHub solutions are in full control of their supply chains, enabling them to optimize their use of resources, respond better and faster to disruptions, and provide a better customer service. Global enterprises already use MineHub solutions as part of their logistics, compliance, trade management and financing operations.
For further information regarding MineHub, please email info@minehub.com or visit our website at www.minehub.com.
Andrea Aranguren
President, CEO & Director, MineHub Technologies Inc.
Tel: (604) 628-5623
Cautionary Note Regarding Forward-Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This joint news release contains statements that are considered "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements") with respect to Abaxx and MineHub including, but not limited to, statements with respect to: Abaxx and MineHub's future operational plans, benefits of the proposed strategic partnership, development and implementation of new products, anticipated timing and closing of the transaction, anticipated customers and impact of the strategic partnership on commodities markets. Forward-looking statements are statements that are not historical facts are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although MineHub and Abaxx believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, the inability of Abaxx or MineHub to raise sufficient capital to fund their operations, applications and for general working capital purposes, changes in economic conditions or financial markets, changes in laws or regulations that could have an impact on Abaxx or MineHub's operations, dependence on key management personnel, market competition, the need for Abaxx to manage its exchange and clearinghouse business and its planned growth and expansion, the effects of product development and need for continued technology change and the protection of proprietary rights. Other risk factors are identified in the most recent respective year-end and interim management discussion and analysis of each company, available on SEDAR+ profile at www.sedarplus.ca. There may be other risk factors not presently known that management of each of Abaxx and MineHub believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. Although Abaxx and MineHub have attempted to identify risk factors that could cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of Abaxx and MineHub. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking information is made as of the date included herein, and Abaxx and MineHub assume no obligation to publicly update or revise such forward-looking information. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of MineHub and Abaxx's management on the date the statements are made. However, except as required by law, Abaxx and MineHub undertake no obligation to update these forward-looking statements in the event that respective management's beliefs, estimates or opinions, or other factors should change.
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