/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, March 18, 2024 /CNW/ - Abaxx Technologies Inc. (NEO: ABXX) ("Abaxx" or the "Company"), a financial software and market infrastructure company, 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, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and BMO Capital Markets, as co-lead underwriters and joint bookrunners, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 775,000 common shares of the Company (the "Common Shares") at a price of C$13.00 per Common Share (the "Offering Price") for aggregate gross proceeds of approximately C$10,075,000 (the "Offering"). The Company has also granted the Underwriters an option to purchase up to an additional 116,250 Common Shares at the Offering Price, to cover over-allotments, if any, and for market-stabilizations purposes, exercisable in whole or in part at any time, for a period of 30 days after the closing of the Offering (the "Over-Allotment Option"), which if exercised in full, would increase the aggregate gross proceeds of the Offering to C$11,586,250. The Offering is expected to close on or about March 28, 2024 and is subject to customary closing conditions, including receiving all necessary regulatory approvals.
The Offering will be conducted pursuant to the Company's base shelf prospectus dated March 13, 2024 (the "Base Shelf Prospectus"). A prospectus supplement (the "Prospectus Supplement") relating to the Offering will be filed in each of the provinces of Canada, except the Province of Quebec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. The Base Shelf Prospectus is currently available, and the Prospectus Supplement will be made available, under the Company's profile on SEDAR+ at www.sedarplus.ca.
The Company currently intends to use the net proceeds from the Offering for general corporate and working capital requirements, including to fund ongoing operations and/or working capital and minimum regulatory requirements for Abaxx Exchange and Abaxx Clearing or for other corporate purposes as set forth in the prospectus supplement relating to the Offering.
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 Offering have not been and will not be registered under 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.
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 a majority-owner of Abaxx Exchange and Abaxx Clearing, subsidiaries recognized by MAS as an RMO and 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.
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, Abaxx's objectives, goals or future plans, expectations related to the timing, structure and completion of the Offering, expectations related to the receipt of regulatory approvals in connection with the Offering and intended use of proceeds from the Offering. Such factors impacting forward-looking information include, among others: 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; 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. 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.
