NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, March 17, 2025 (GLOBE NEWSWIRE) -- Abaxx Technologies Inc. (CBOE:ABXX)(OTCQX:ABXXF) (“Abaxx” or the “Company”), a financial software and market infrastructure company, indirect majority shareholder of Abaxx Singapore Pte Ltd., the owner of Abaxx Commodity Exchange and Clearinghouse (individually, “Abaxx Exchange” and “Abaxx Clearing”), and producer of the SmarterMarkets™ Podcast, today announces it proposes to raise on a non-brokered private placement basis an aggregate principal amount of up to C$20,000,000 (the “Offering”) pursuant to the issuance of secured convertible debentures (the “Debentures”) due 36 months following the date of issuance (the “Maturity Date”).
Each Debenture will consist of C$1,000 principal amount of secured convertible debentures of the Company and will be convertible into common shares of the Company (each, a “Debenture Share) at the option of the holder thereof at any time prior to the Maturity Date at a conversion price equal to C$13 per Debenture Share. The outstanding principal amount of the Debentures, together with any accrued and unpaid interest, will become due and payable in full on the Maturity Date and will be payable in cash.
The Debentures will be issued at an original issue discount equal to 2.5% of the aggregate principal amount of the Debentures and shall bear interest at a rate of 7.0% per annum from the date of issue, payable semi-annually in arrears in cash. The Debentures will be secured against certain publicly-traded securities owned by the Company.
The Offering is expected to close on or around March 25, 2025, and is subject to completion of final transaction documentation and all regulatory approvals, including the approval of Cboe Canada. The net proceeds of the Offering are expected to be used for general corporate and working capital purposes. The Debentures and Debenture Shares issuable pursuant to the Offering will be subject to statutory hold periods of four months and one day from the date of issuance thereof.
The Company may pay a commission or finder’s fee to eligible parties in connection with the Offering, subject to the approval of Cboe Canada and compliance with applicable securities laws.
The securities offered in the Offering 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons, absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of any offer to buy securities in the United States, nor in any other jurisdiction.
About Abaxx Technologies 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 and Abaxx Clearing, recognized by MAS as a “recognised market operator” (RMO) and “approved clearing house” (ACH), respectively.
Abaxx Exchange and Abaxx Clearing 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 this press release, please contact:
Steve Fray, CFO Tel: +1 647-490-1590
Media and investor inquiries:
Abaxx Technologies Inc. Investor Relations Team Tel: +1 246 271 0082 E-mail: ir@abaxx.tech
Cautionary Statement Regarding Forward-Looking Information
This press release includes certain “forward-looking statements” which do not consist of historical facts. Forward-looking statements include estimates and statements that describe Abaxx’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”, “should”, “intend”, “predict”, “potential”, “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “continue”, “plan” or the negative of these terms and similar expressions. Since forward-looking statements are based on current expectations and 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 respective management expectations. Risks, uncertainties, assumptions, 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 related to Abaxx in this press release includes, but is not limited to: the proposed terms of the Debentures, the closing and timing of closing of the Offering, regulatory approvals and the proposed use of proceeds from the Offering. Such factors impacting forward-looking information include, among others: the inability to receive regulatory approvals in connection with the Offering or inability to finalize transaction documentation; risks relating to the global economic climate; dilution; Abaxx’s limited operating history; future capital needs and uncertainty of additional financing; 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; acquiring and maintaining regulatory approvals for Abaxx’s products and operations; the ability to list Abaxx’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, 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, and the risk factors identified in the Company’s most recent management discussion & analysis filed on SEDAR+. 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 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 paragraphs 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 statements and 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. Abaxx undertakes no obligation to update or revise any forward-looking statements and information, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements and information. Cboe Canada does not accept responsibility for the adequacy or accuracy of this press release.
