Abaxx Announces Closing of C$22,850,000 First Tranche of Convertible Debenture Offering
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TORONTO, March 27, 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 that it has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement (the "Offering") of secured convertible debentures (the "Debentures") for aggregate gross proceeds of C$22.85 million. The Company may close a second and final tranche (the "Second Tranche") of the Offering for gross proceeds of up to C$17.15 million at a later date.
The outstanding principal amount of the Debentures, together with any accrued and unpaid interest, will become due and payable in full on March 26, 2028 (the "Maturity Date") and will be payable in cash. Each Debenture consists of C$1,000 principal amount of secured convertible debentures of the Company and is convertible into common shares of the Company (each, a "Debenture Share") at the option of the holder thereof prior to the Maturity Date at a conversion price equal to $13.00 per Debenture Share (the "Conversion Price").
The Company has the right to redeem the Debentures at redemption price equal to 105% of the principal amount of the outstanding Debentures plus any accrued and unpaid interest to the date prior to the date of redemption: (a) at any time, should the VWAP of the Company's common shares exceed 130% of the Conversion Price for no fewer than 20 out of 30 consecutive trading days, or (b) after March 26, 2027.
The Debentures were issued at an original issue discount equal to 2.5% of the aggregate principal amount of the Debentures and bear interest at a rate of 7.0% per annum from the date of issue, payable semi-annually in arrears in cash on June 30 and December 31 of each year following the first interest payment date of September 30, 2026. The Debentures are secured against certain publicly-traded securities owned by the Company.
The Offering is subject to the receipt of all necessary regulatory approvals, including the final approval of Cboe Canada. The net proceeds of the First Tranche are expected to be used for general corporate and working capital purposes. The Debentures and Debenture Shares issuable pursuant to the First Tranche are subject to statutory hold periods of four months and one day from the date of issuance.
In connection with the Offering, so long as the Debentures remain outstanding, the Company has agreed to not assume any additional indebtedness without the consent of a majority of the holders of Debentures as may be outstanding from time to time, other than: (a) certain permitted debt arrangements of up to C$10,000,000 for working capital or regulatory capital requirements in the normal course of business, and (b) trade indebtedness in the normal course of its business.
