ABXX Abaxx Technologies Inc

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. (“Abaxx Singapore”), the owner of Abaxx Commodity Exchange and Clearinghouse (individually, “Abaxx Exchange” and “Abaxx Clearing”), and producer of the SmarterMarkets™ Podcast, today announced the acquisition of PrivacyCode, Inc. (“PrivacyCode”) by Abaxx Technologies Corp. (Barbados) (“Abaxx Barbados”), an indirect wholly owned subsidiary of Abaxx, pursuant to a definitive agreement and plan of merger dated August 21, 2024 (the “Merger Agreement”).

The business of PrivacyCode is a data governance platform that turns policies into actionable and measurable tasks and requirements. Organizations often face challenges in coordinating compliance and governance across various specialized disciplines. By using PrivacyCode, users achieve consistent and measurable outcomes, ensuring value in the increasingly important Global Data Supply Chain.

Under the Merger Agreement, Abaxx has today issued an aggregate of 37,146 common shares (the “Acquisition Shares”) authorized for issuance by the board of directors of Abaxx at a deemed issuance price of C$11.07 per Acquisition Share in connection with the cancellation and settlement of simple agreements for future equity (“SAFE Agreements”) previously entered into between PrivacyCode and certain other parties (the “SAFE Holders”). An aggregate total of 8,703 Acquisition Shares have been issued to Abaxx Barbados and a director and certain officers of Abaxx in consideration for the cancellation of their respective SAFE Agreements, on equal terms to other third-party SAFE Holders.

The Acquisition Shares will be subject to a statutory hold period of four months and a day from the date of issuance.

About Abaxx TechnologiesAbaxx 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 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 TeamTel: +1 246 271 0082E-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, Abaxx’s objectives, goals, future plans, the delivery of commodities subject to futures contracts, the addition of futures contracts for battery metals, including nickel sulphate contracts, development of risk management tools and expectations related to price discovery, development of new products and expectations related to the operation of Abaxx Exchange and Abaxx Clearing.

Forward-looking statements are necessarily based upon a number of estimates and assumptions including material estimates and assumptions related to the factors set forth below that, while considered reasonable by Abaxx as at the date of this press release in light of management’s experience and perception of current conditions and expected developments, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such factors impacting forward-looking information include, among others: risks relating to the global economic climate and extreme weather events; 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; regulatory risks in Singapore and Canada; 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; taxation; resource shortages; damage to the Company’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to the Company’s operations, whether true or not; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; the impact of inflation, including global energy cost increases; 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; changes in the price of commodities, capital market conditions and 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. Readers are cautioned that forward-looking statements are not guarantees of future performance. 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.