ABXX Abaxx Technologies Inc

Abaxx Technologies Inc. (NEO:ABXX)(OTCQX:ABXXF) (“Abaxx” or the “Company”), a financial software and market infrastructure company, majority shareholder of the Abaxx Commodity Exchange and Clearinghouse (“Abaxx Singapore”), and producer of the SmarterMarkets™ Podcast, is pleased to announce that is has entered into a binding term sheet for a financing with a strategic investor (the “Financing”). The Financing shall consist of an issuance of up to 4,695,653 common shares of the Company at a price of CAD $5.75 per common share for gross proceeds of CAD $27 million, of which a lead strategic investor shall subscribe for CAD $20.5 million (3,565,218 shares).

The Offering may be increased by up to an additional CAD $6.5 million (1,130,435 shares) pursuant to which the strategic investor may participate for up to CAD $6.5 million, increasing the total Offering size up to CAD $33.5 million (5,826,088 shares). A minimum of USD $5 million (CAD $6.8 million) shall be raised by Abaxx Singapore Pte. Ltd. and its two operating exchange subsidiaries Abaxx Exchange Pte. Ltd. and Abaxx Clearing Pte. Ltd. (“Abaxx Singapore First Tranche”) under a concurrent financing from third parties on terms at the sole discretion of the Company. The definitive agreements for the Financing will contain customary representations, warranties, and terms for transactions of this nature.

The proceeds of the Financing and concurrent Abaxx Singapore First Tranche financing are expected to enable Abaxx to complete its final application for RMO and ACH licenses for Abaxx Exchange and Clearinghouse with the Monetary Authority of Singapore Abaxx and provide working capital through launch of the exchange, allowing for the termination of the ATM program. The Financing remains subject to all requisite regulatory approvals, including approval of the Cboe Canada Exchange.

Termination of ATM Program

The Company also wishes to announce that at the closing of the Financing it will be terminating its “at-the-market” equity offering program relating to sales of common stock (“ATM Program”) with BMO Capital Markets, as sales agent (the “Agent”). The ATM Program was originally announced on April 26, 2023. The Company proposes to terminate the ATM Program to limit uncertainty and unfavorable dilution for its shareholders. Upon termination, the Company is expected to have no further obligations related to the ATM Program. As of the date of this press release, the Company had sold 763,333 of its common shares and raised approximately CAD $5,644,815 million in gross proceeds at a price of approximately $7.39 per share.

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 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 Team

Tel: +1 246 271 0082

E-mail: ir@abaxx.tech

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities issuable under the Financing have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold to or for the account or benefit of persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Statements

This News Release includes certain "forward-looking statements" which do not consist of historical facts. Forward-looking statements include 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 statements may be identified by such terms as “seeking”, “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are 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, the completion of the Financing, the planned use of proceeds from the Financing, regulatory approval for the Financing, the completion of the Concurrent Financing, other risks which may preclude completion of the Financing and use of proceeds from the Financing which may be unable to achieve corporate objectives or otherwise advance the progress of Abaxx; statements regarding anticipated exchange listings, receipt of regulatory approvals, timing and effects of the termination of the ATM Program, 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; an inability to complete the Concurrent Financing; the competitive nature of the industry; currency exchange risks, including risks relating to currency conversion of Financing and Concurrent Financing proceeds; the need for Abaxx to manage its planned growth and expansion; the effects of product development and need for continued technological change; protection of proprietary rights; the effect of government regulation and compliance on Abaxx and the industry; the ability to list the Company’s securities on stock exchanges in a timely fashion or at all; the ability to obtain regulatory approvals for the Financing and Concurrent Financing in a timely fashion or at all; the ability to terminate the ATM Program on the terms announced and in a timely fashion; 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, third-party risk; clearinghouse risk, malicious actor risks, third-party software license risk, system failure risk, risk of technological change; dependence of technical infrastructure; and changes in the price of commodities, capital market conditions, 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 statements and 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 statements and 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 Exchange does not accept responsibility for the adequacy or accuracy of this press release.