Abaxx Announces CAD$27 Million Financing to Complete RMO and ACH License Requirements, Termination of 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

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TORONTO, Oct. 23, 2023 (GLOBE NEWSWIRE) -- 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.