Abaxx Technologies Affiliated Company, Base Carbon Corp., Announces a $50 Million Brokered Private Placement Financing

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TORONTO, Nov. 05, 2021 (GLOBE NEWSWIRE) -- Abaxx Technologies Inc., (NEO:ABXX) (OTCQX:ABXXF) ("Abaxx" or the "Company"), a financial technology company, majority shareholder of Abaxx Singapore Pte. Ltd., the Abaxx Commodity Exchange, and producer of the SmarterMarketstm Podcast, is announcing that its spin-out affiliate company, Base Carbon Corp. has commenced a brokered private placement financing led by BMO Nesbitt Burns and Raymond James Ltd.

Abaxx affiliate company, Base Carbon Corp., announces today that it has entered into an agreement to undertake a best-efforts private placement offering of common shares which is being co-led by BMO Capital Markets and Raymond James Ltd. and involving a syndicate of additional agents. Base Carbon Corp. is targeting gross financing proceeds of CAD$50,000,000. The offering price will be determined between Base Carbon Corp. and the agents in the context of the market. At this time and prior to the proposed financing, Abaxx owns 21.5mm shares of approximately 72mm issued and outstanding shares of Base Carbon Corp.

The net proceeds from the targeted Base Carbon Corp. financing will be used for investment in carbon offset projects, a staged equity investment in carbon project developer, originator and advisory firm, Hardwick Climate Business Limited ("HCBL"), working capital and general corporate purposes.

Abaxx Technologies has entered into a licensing agreement with Base Carbon Corp. to support technological software development in exchange for a royalty and equity consideration.

About Base Carbon
Base (for the Benefit of Air, Sea, Earth) Carbon is a globally diversified asset development firm in the business of sourcing, financing, developing and trading carbon credits. The firm's mandate is to be the preferred carbon project partner for financing, streaming, technology and access to markets. Base founders have decades of experience in portfolio management, financial structuring, technology development, capital markets, environmental and carbon markets.

For more information please visit basecarbon.com

About Abaxx Technologies
Abaxx is a development stage financial software company that has created proprietary technological infrastructure for both global commodity exchanges and the digital marketplace. The Company's formative technology increases transaction velocity, data security, and facilitates improved risk management for the majority owned, Abaxx Singapore Pte. Ltd. ("ACX", "Abaxx Commodity Exchange", or "Abaxx.Exchange") - a commodity futures exchange that is seeking final regulatory approvals as a Recognized Market Operator ("RMO") and Approved Clearing House ("ACH") with the Monetary Authority of Singapore ("MAS"). Abaxx is also the owner of the LabMag and KeMag iron ore assets, resulting from the reverse take-over of New Millennium Iron Corp, and the creator and producer of the SmarterMarketstm podcast.

For more information please visit abaxx.tech, abaxx.exchange and SmarterMarketsPod.com

Media and Investor Inquiries:

Abaxx Technologies Inc.
Paris Golab, Head of Investor Relations
Tel: +246 243-3390
E-mail: [email protected]

This news 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 to be issued in connection with the Transaction 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 within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, NEO Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

The NEO Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Statements Regarding Forward Looking Information

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' objectives, goals or future plans, statements, timing of the commencement of operations 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; 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; 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, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains. Abaxx has also assumed that no significant events occur outside of Abaxx' 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 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. The NEO Exchange does not accept responsibility for the adequacy or accuracy of this press release.