Abaxx Closes CAD$30.7 Million Financing and Terminates ATM Program

This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated April 26, 2023 to its short form base shelf prospectus dated November 4, 2021

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 21, 2023 (GLOBE NEWSWIRE) — Abaxx Technologies Inc. (NEO:ABXX)(OTCQX:ABXXF) (“Abaxx” or the “Company”), a financial software and market infrastructure company, majority shareholder of Abaxx Singapore Pte. Ltd., and producer of the SmarterMarkets™ Podcast, is pleased to announce that it has closed its non-brokered private placement previously announced on October 23, 2023 (the “Financing”). The Financing consisted of the issuance of 5,338,866 common shares (the “Shares”) of the Company at a price of CAD $5.75 per common share for aggregate gross proceeds of CAD $30,698,480.

The proceeds of the Financing are expected to enable Abaxx to complete its final applications for “recognized market operator” and “approved clearing house” licenses for Abaxx Exchange Pte. Ltd. (“Abaxx Exchange”) and Abaxx Clearing Pte. Ltd. (“Abaxx Clearing”), respectively, with the Monetary Authority of Singapore, and provide working capital and funds for general corporate purposes through the launch of its exchange. No finder’s fees or commissions were paid in connection with the Financing.

“Abaxx welcomes this new funding from some of the world’s largest institutional investors and top commodity infrastructure portfolio managers,” said Josh Crumb, CEO of Abaxx. “Upon closing of this placement, the Company now has the backing and the capital certainty to proceed to the final licensing of our Exchange and Clearinghouse in Singapore. On behalf of the Abaxx board of directors, I would like to welcome our new institutional shareholders from Canoe Financial, K2 Asset Management and the multiple additional leading global institutional investors who participated in the placement.”

A total of 3,665,218 Shares issued in connection with the Financing are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. The Financing is subject to final acceptance of Cboe Canada.

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.

Termination of ATM Program

The Company also wishes to announce that it has terminated its “at-the-market” equity offering program relating to sales of common shares (“ATM Program”) with BMO Capital Markets, as sales agent. The ATM Program was originally announced on April 26, 2023. Upon termination, the Company is expected to have no further obligations related to the ATM Program.

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” and “approved clearing house” 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 0082
E-mail: ir@abaxx.tech

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 planned use of proceeds from the Financing, regulatory approval for the Financing, other risks which may preclude the use of proceeds from the Financing, other risks which may preclude Abaxx from achieving corporate objectives or otherwise advance the progress of Abaxx; effects of the termination of the ATM Program, timing of the commencement of operations and regulatory approvals, 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; the competitive nature of the industry; currency exchange risks, including risks relating to currency conversion of 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 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, 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 does not accept responsibility for the adequacy or accuracy of this press release.