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.
Abaxx Technologies (NEO:ABXX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Abaxx Technologies (NEO:ABXX)
Historical Stock Chart
From Sep 2023 to Sep 2024