ABXX 2024 04 02 Annual Mda English 0ce7

ABAXX TECHNOLOGIES INC.
MANAGEMENT’S DISCUSSION & ANALYSIS

YEARS ENDED
DECEMBER 31, 2023, AND 2022
(EXPRESSED IN CANADIAN DOLLARS)
Abaxx Technologies Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2023
Introduction
The following Management’s Discussion and Analysis (“MD&A”) of the financial condition
and results of the operations of Abaxx Technologies Inc. (the "Company" or “Abaxx”)
constitutes management’s review of the factors that affected the Company’s financial and
operating performance for the year ended December 31, 2023. This discussion should
be read in conjunction with the consolidated financial statements for December 31, 2023,
together with the notes thereto (the “Financial Statements”). This MD&A is dated as of
April 2, 2024, unless otherwise indicated.
Unless otherwise indicated and as hereinafter provided, all financial information contained
in this MD&A, and the Company’s Annual Financial Statements have been prepared in
accordance with IFRS Accounting Standards ("IFRS") as issued by the International
Accounting Standards Board (“IASB”). Unless otherwise noted in this MD&A; all monetary
amounts are expressed in Canadian dollars, and “we”, “us”, “our”, or the “Company” refer
to Abaxx Technologies Inc. and its direct and indirect subsidiaries.
Certain statements in this MD&A constitute forward-looking statements or forward-looking

information within the meaning of applicable securities laws. You should read carefully;
the “Cautionary Note Regarding Forward-looking Statements” section in this MD&A and
should not place undue reliance on any such forward-looking statements.
Abaxx Technologies Inc. (“Abaxx” or the “Company”) is a company incorporated under

the Alberta Business Corporations Act. Its corporate headquarters is 110 Yonge Street,
Suite 1601, Toronto, Ontario, M5C 1T4, and the Company's registered office is 1250, 639
– 5th Avenue S.W., Calgary, AB T2P 0M9. The issued and outstanding common shares
are listed and posted for trading on the Cboe Canada Exchange under the symbol “ABXX”
and the OTCQX Market under the symbol “ABXXF”.
Caution Regarding Forward-Looking Statements
This MD&A contains forward-looking statements about the Company’s objectives, plans,
goals, aspirations, strategies, financial condition, results of operations, cash flows,
performance, prospects, opportunities, and legal and regulatory matters. Specific
forward-looking statements in this MD&A include, but are not limited to, statements with
respect to the Company’s anticipated future results, events, plans, strategic initiatives,
future liquidity, and planned capital investments.
Forward-looking statements are typically identified by words such as “expect”,

“anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”,
“strive”, “will”, “may”, “maintain”, “achieve”, “grow”, “should” and similar expressions, as
they relate to the Company and its management. Forward-looking statements reflect the
Company’s current estimates, beliefs, and assumptions, which are based on
management’s perception of historical trends, current conditions and expected future
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developments, as well as other factors it believes are appropriate in the circumstances.
The Company’s expectation of operating and financial performance in 2023 is based on
certain assumptions including assumptions about operational growth, anticipated cost
savings, operating efficiencies, anticipated benefits from strategic initiatives, future
liquidity, and planned capital investments. The Company’s estimates, beliefs, and
assumptions are inherently subject to significant business, economic, competitive, and
other uncertainties, and contingencies regarding future events and as such, are subject
to change. The Company can give no assurance that such estimates, beliefs, and
assumptions will prove to be correct.
Numerous risks and uncertainties could cause the Company’s actual results to differ
materially from those expressed, implied, or projected in the forward-looking statements.
Such risks and uncertainties include:
• the nature of the business and industries that the Company competes in;
• limited assets, available funds, currency risk, absence of dividends, additional
financing requirements, and anticipated use of those funds;
• the operational management of the Company by its directors, officers, and
insiders, reliance on key personnel, limited management experience, conflict of
interests with directors and management;
• the future growth, results of operations, performance, products, competition, slow
acceptance of products, growth, and business prospects and opportunities of
Abaxx;
• the ability of Abaxx to satisfy all conditions precedent and obtain all regulatory
approvals.
• whether Abaxx will be able to execute its business strategy successfully such that
the future growth, results of operations, performance, and business prospects and
opportunities of Abaxx, will be as anticipated;
• Reporting Issuer Risk including Risks related to volatility of share price, and
fluctuation of operating results;
• risks related to regulation by governmental authorities including political &
regulatory risks;
• operations in foreign jurisdictions;
• protection of Abaxx Tech Software and IP portfolio, cybersecurity threats, hacking,
server, system software failures or reliance on technical infrastructure;
• clearing house and exchange failure or the inadequacies of risk management
procedures and facility developments;
• COVID 19 pandemic;
• a deterioration occurs in the political or economic situation generally as a result of
the Russian invasion of Ukraine, conflict in the Middle East or an act of war or
hostilities, invasion, armed conflict or act of a foreign enemy, revolution,
insurrection, insurgency occurs resulting in a material adverse result directly or
indirectly affecting the company.
• the availability of financing opportunities and risks associated with general
economic and financial conditions as well as those risks related to political
insurrection and war;
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• the speculative and competitive nature of the technology sector;
• limited operating history and share price fluctuations;
• Use and Storage of Personal Information and Compliance with Privacy Laws
permits, contracts, licenses political and regulatory risk;
• technical obsolescence and failure by third-party vendors of technologies;
• tax consequences;
• environmental regulations and liability;
• third-party risk, erroneous transactions, and human error;
• non-availability of insurance to properly compensate risk;
• loss of key employees, anthropogenic risks, as well as the risk caused by the
inability to access and deploy available human resources competitively;
• risks related to the development of carbon markets in general, including related
financial trading instruments that could be susceptible to corruption and other
integrity risks;
• risks of hiring skilled technically proficient staff and their supervision and
management;
• software development risk and risk of technological change
• acquisition risk;
• limited market for securities;
• going concern risk: The risk associated with a substantial doubt about the
Company’s ability to continue as a going concern including its inability to meet its
obligations as they come due without substantial disposition of assets outside the
ordinary course of business, restructuring of debt, additional equity or other
funding, externally forced revisions of its operations, within the next 12 months;
• lawsuits and other legal proceedings, financial and human resource costs and
challenges; and
• other factors beyond the Company’s control.
The above is not an exhaustive list of the factors that may affect the Company’s forward-
looking statements. Other risks and uncertainties not presently known to the Company or
that the Company presently believes are not material could also cause actual results or
events to differ materially from those expressed in its forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements,
which reflect the Company’s expectations only as of the date of this MD&A. Except as
required by law, the Company does not undertake to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
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Mission and Strategy

Abaxx is building smarter markets, are 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 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 that introduces 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.
The Company, which commenced its business operations in January 2018, has
developed a business strategy comprised of core components: (i) developing new internet
communication protocols and proprietary financial software architecture with a vision for
global commodity market trading; and (ii) commercializing the majority-owned commodity
futures exchange and clearing house utilizing Abaxx-built technology, including
foundational products in new liquified natural gas (“LNG”) benchmark contracts, a new
market structure vision for precious metals and battery metals markets, and new
initiatives for enhancing environmental markets and their data. Consistent with its
innovative and fresh approach, Abaxx is listed on the Cboe Canada Exchange (Cboe
Canada Exchange: ABXX) as well as the OTCQX (OTCQX: ABXXF) and provides its
shareholders with the potential for significant long-term value creation.
The Company is also developing new proprietary software and middleware as well as
adding some third-party vendor technology to its existing suite. This software augments
and provides additional functionalities previously unavailable. These additional
modifications will be suitable for Abaxx Exchange and Clearing operations and will
provide an excellent opportunity for alpha testing before full operational abilities.
The Abaxx vision for Global Commodity Market Trading Infrastructure 3.0, which Abaxx
describes as the “Commoditization of Trust®”, is a software architecture that is natively
comprised of emerging software technologies that utilize novel machine learning and
blockchain-like algorithms including deep learning and natural language processing
(“DL/NPL”), self-sovereign digital identity (“ssdID”), encrypted content-addressing
distributed file systems, smart contracting languages, and protocols, and distributed
ledger and decentralized datastore technology (“DLT/DDS”).
As a development stage business, the Company has generated eleven (11) process and
software user interface patent applications. The Company has also engineered a
foundational internet ssdID and messaging protocol called "ID++", and developed alpha-
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stage software applications (e.g., Abaxx Console) using the Commoditization of Trust
architecture in the fields of:
• ssdID based verified-credential management, authentication, and identity and
access management (IDAM);
• end-to-end encrypted and compliant financial messaging and video chat, with
enhanced deep learning and natural language processing applications;
• multi-cloud storage of financial data using encrypted content-addressing

distributed file systems;
• ssdID-enabled electronic document and smart contract signing; and
• digital-contract custody and other financial workflow management applications.
Abaxx intends to commercialize its software technology suite and the Software and IP
Portfolio through business-to-business (“B2B”) strategic partnerships, where emerging
technologies can be applied to specific markets heavily reliant on transactional
transparency, transaction execution velocity, and compliance with stringent data
regulation requirements.
Abaxx Technologies currently holds a gross revenue royalty over AEX in exchange for
the licensed use of its proprietary software (including the use of its intellectual property
and), seeks to expand this software licensing and intellectual property royalty model into
other financial service segments. While Abaxx expects to generate revenue from the
licensure of its software and royalties via Abaxx Technologies, Abaxx is still in its
development stage and does not currently generate substantial revenue.
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Business History
The following is a summary of the general development of the Company’s business over
the last three years:
On January 8, 2020, Abaxx was assigned interest in the following United States patent
applications under an assignment agreement dated January 8, 2020: (1) Patent
Application No. 16/708,405; (2) Patent Application No. 16/708/398; (3) Patent Application
No. 16/708,377; (4) Patent Application No. 16/708,265; (5) Patent Application No.
16/706,457; (6) Patent Application No. 16/706,586; (7) Patent Application No.
16/703,726; (8) Patent Application No. 16/684,522; and (9) Patent Application No.
16/692,211 (collectively, the “Assigned U.S. Patents”).
On August 1, 2020, Abaxx assigned the Assigned U.S. Patents to Abaxx Corp under
individual assignment agreements each dated as of August 1, 2020.
On July 14, 2020, New Millennium Iron Corp. (“New Millennium”) entered into a letter of intent
with Abaxx Technologies Inc. whereby New Millennium, 12404206 Canada Inc., and Abaxx would
enter into a three-cornered business combination, share exchange, plan of arrangement or such
other transaction structure that would result in the acquisition of all the of the issued and
outstanding Abaxx common shares, Abaxx warrants and Abaxx options by New Millennium.
On July 24, 2020, Abaxx completed the first tranche of the Pre-Listing Abaxx Financing
of 1,039,059 Abaxx Common Shares for $0.99 per Abaxx Common Share for gross
proceeds of $1,027,500.
On July 31, 2020, Abaxx completed the second tranche of the Pre-Listing Abaxx
Financing of 1,067,476 Abaxx Common Shares for $0.99 per Abaxx Common Share for
gross proceeds of $1,055,600.
On September 7, 2020, AEX received approval in principle from the Monetary Authority
of Singapore (“MAS”) to act as a recognized market operator (“RMO”) for Abaxx
Exchange. The outstanding deliverables required by AEX to receive final approval
(received in FY 2023) with respect to the RMO for Abaxx Exchange relate to providing
MAS evidence of financial resources as well as submission of complete product
checklists. AEX expects the outstanding deliverables to be satisfactory and in sync with
plans to begin testing its Abaxx Exchange platform.
On September 11, 2020, Abaxx completed the third and final tranche of the Pre-Listing
Abaxx Financing of 3,819,037, Abaxx Common Shares for $0.99 per Abaxx Common
Shares for gross proceeds of $3,104,116. In addition, Abaxx issued 242,700 Abaxx
Common Shares to certain consultants of Abaxx for services rendered. Each Abaxx
Common Share issued to the consultants carried a deemed value of $0.99 per Abaxx
Common Share.
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On September 14, 2020, Abaxx was assigned interests in the following PCT patent
applications pursuant to assignment agreements dated September 14, 2020: (1)
International Application No. PCT/US2019/045158; (2) International Application No.
PCT/US2019/061863; and (3) International Application No. PCT/US2019/045170 (the
“Assigned PCT Patents”).
On September 15, 2020, Abaxx assigned the Assigned PCT Patents to Abaxx Corp under
individual assignment agreements each dated as of September 15, 2020.
On September 18, 2020, New Millennium and Abaxx entered into a definitive agreement
that superseded the letter of intent. Pursuant to the definitive agreement, New Millennium
indirectly acquired all of the issued and outstanding Abaxx Common Shares through a
reverse take-over transaction. New Millennium would rename itself to Abaxx on
December 14, 2020, pursuant to the reverse take-over.
On December 11, 2020, Abaxx issued 438,927 Abaxx Common Shares to certain
consultants and service providers of Abaxx for settlement of an aggregate of $434,055 of
indebtedness. Each Abaxx Common Share issued to consultants and service providers
carried a deemed value of $0.99 per Abaxx Common Share. In addition, Abaxx issued
151,688 Abaxx Common Shares to consultants for settlement of an aggregate of
$150,000 of indebtedness. Each Abaxx Common Share issued as aforementioned above
carried a deemed value of $0.99 per Abaxx Common Share.
On December 14, 2020, Abaxx completed its reverse take-over (RTO) transaction with
New Millennium.
On December 17, 2020, Abaxx received final approval to be listed on the Cboe Canada
Exchange and subsequently began trading on the Cboe Canada Exchange on December
18, 2020, under the symbol “ABXX”.
On May 14, 2022, the Company completed a public offering of its shares, raising gross
proceeds of $24,725,023 by issuing 6,506,585 units for $3.80 per unit. Each unit
comprises one common share and one-half common share purchase warrant. Each
warrant entitles the holder to purchase one additional common share at an exercise price
of $5.10 on or before May 14, 2023. These warrants expired without being exercised.
On August 25, 2022, the Company received approval in principle for its Approved
Clearing House business (conducted through Abaxx’s wholly-owned Singaporean
subsidiary, Abaxx Clearing Pte Ltd) from the MAS. The Company completed the
remaining step and obtained approval in FY 2023.
Abaxx is also the owner of the LabMag and KeMag iron ore assets, which were assets
owned by New Millenium Iron Corp. and continue to be held by Abaxx after the reverse
take-over of New Millennium Iron Corp. The Company is not undertaking any iron ore
development due to the Company’s technology-focused plan. Although the Company
does not believe that the LabMag and KeMag iron ore assets have material value at
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present, the Company developed an understanding that the market for “green”
commodities may evolve to include certain types of iron ore deposits which could increase
in value of the LabMag and KeMag iron ore assets. In particular, the LabMag and KeMag
iron ore assets are “taconite” iron ore assets. The processing of taconite iron ore involves
the production of iron ore pellets which can be optimal feedstock for electric arc furnaces.
Electric arc furnaces can produce steel with lower carbon dioxide emissions than
conventional blast furnace steel production, hence the potential to characterize taconite
iron ore assets as a green commodity.
At this juncture, the Company intends to maintain certain LabMag and KeMag properties
in good standing and continue to assess developments in the taconite iron ore market.
The Company may entertain offers from third parties to dispose of or enter into a joint
venture relating to these iron ore assets. The ability of the Company to monetize the iron
ore assets on terms that are economic or at all is virtually entirely dependent on (i) iron
ore commodity prices in general, and (ii) demand for taconite iron ore as a green
commodity for use in lower carbon dioxide electric arc furnace steel production. Large-
scale demand does not exist for iron ore green commodities at present, and it is not
possible to determine the outcome or value that could result from any monetization of the
LabMag and KeMag iron ore assets. In addition, the processing of taconite iron ore
involves various types of processing and feedstock metallurgical characteristics which
are not entirely certain at this time.
As a result, it cannot be assured that production of the LabMag and KeMag iron ore assets
can be achieved on a commercial basis or at all.
After the successful completion of the reverse take-over transaction with New Millennium,
on December 17th, 2020, Abaxx announced the listing of Abaxx on Canada’s Cboe
Canada Stock Exchange listing under the symbol ABXX, also accessible to American
resident investors over the counter (“OTC”) as ABXXF, with applications filed to begin
trading in the United States (“US”) under a more formal OTCQX listing sponsored by a
US-based financial institution. The Company has started a review of additional senior
stock exchange listings to provide increased access to global investors as the Company
prepares to launch the AEX.
On September 7, 2020, Abaxx received Approval in Principle of its RMO application,

subject to various terms and conditions. The Company is in frequent contact with the MAS
and is working toward the completion of the Approval in Principle process for an ACH
licence in the near term, with the commencement of the commercial launch phase
thereafter. Planning meetings are ongoing with participants and members ahead of the
launch. The Company received approval in FY 2023 from the MAS.
Fortuitously, our approach to product and technology design driven by close collaboration
with market participants over the past financial year is proving successful in that the
solutions Abaxx has in testing have the potential to resolve many of the problems in the
global economy today. Abaxx is strategically positioning for the future of clean energy
security and in support of the energy transition by implementing our plan enabling the
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organization and standardization of the terms of trade and for market participants to trade
commodities based on their ESG attributes. This is a foundational principle of developing
what Abaxx refers to as Smarter Markets, which encompasses three primary
components, including commodity contract design, technology innovation, and
environmental, social, and governance (ESG) considerations.
The Abaxx command console suite of software applications is commencing alpha testing,
and pilot projects are in formulation, including but not limited to implementing
Measurement, Verification, and Reporting (MVR) activities related to ESG externality
pricing considerations in the exchange business. In accordance with the Abaxx vision and
the second stage of the business plan, these tools are designed and will be
commercialized broadly for use in multiple commerce and marketplace segments that will
benefit from increased data privacy, security, digital identity, multi-party signature,
document management, and custody.
We are preparing to launch the first commercial phase for Abaxx, where continuous
improvements in software technology and better coordination and transparency of market
activities can enable participants to advance the needs of both commodity markets and
society. Fundamentally, the vision that Abaxx has heavily invested in over the past
quarters is well-timed and well-aligned with the accelerating economic priorities of the
global energy transition and capital market demands for increased transparency around
environmental, social, and governance risks and opportunities.
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Key Events of 2023 and Q1 2024
The financial year 2023 and Q1 2024 were milestone-driven periods for Abaxx
Technologies, Abaxx Exchange, and Abaxx Clearing. The below outlines key Company
dates, events, and achievements chronologically.
On January 23, 2023, Abaxx announced that Abaxx Singapore Pte. Ltd.’s subsidiary,
Abaxx Exchange Pte. Ltd., submitted a Notification of Impending Listing of Futures
Contracts to the Monetary Authority of Singapore for Abaxx Exchange’s initial portfolio of
LNG futures contracts including Northwest Europe, North Asia Pacific, and the United
States Gulf of Mexico benchmarks. To support market understanding around physically
settled futures contracts, Abaxx Exchange President Dan McElduff, Chief Commercial
Officer Joe Raia, and Chief Economist David Greely published a whitepaper titled “Back
to the Future(s): The Best Commodities Benchmarks are Still Physically Settled. The
whitepaper is available to the public from the Abaxx Tech website in the Investor Relations
section: https://www.investors.abaxx.tech/back-to-the-futures-the-best-commodities-
benchmarks-are-still-physically-settled
On February 22, 2023, Abaxx announced a Special Meeting of Shareholders for April
14th, 2023, in preparation for a secondary US listing application for the common shares
of the Company, subject to regulatory approvals and the satisfaction of applicable listing
requirements. The Company is still progressing in several aspects of preparation for a
secondary listing application of Company shares on a US stock exchange, including DTC
eligibility, US supplementary regulatory filings, preparing a potential change of Transfer
Agent, and then calling for a Meeting of Shareholders to vote on a three-for-one share
Consolidation to meet a minimum U.S. Dollar share price listing threshold. The Company
proposed a Consolidation of its outstanding common share capital based on one (1) post-
consolidation share for every three (3) pre-consolidation shares. The Company’s
shareholders voted to approve all resolutions proposed at the Special Meeting of
Shareholders.
On February 22, 2023, the Company also provided an update on the progress of Abaxx
Exchange and Abaxx Clearing. It was noted in this update that Abaxx teams exhibited
their trading and clearing platform functionalities to regulators. The Company shared that
throughout Q4’2022, subsidiaries advanced their initial rounds of enterprise hardening
(preparing software for final user acceptance testing and participant use) and were
progressing ongoing reviews across risk processes and technology systems to meet
regulatory requirements. At this time, Abaxx announced the Abaxx systems and products
that Abaxx Clearing Members will gain access to upon launch:
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• Abaxx Exchange: A trading platform for cleared derivatives contracts across the
commodity spectrum focusing on markets critical to the energy transition (LNG,
environmental markets, and battery metals). Market access for order and trade
entry through dynamic and secure APIs will allow market participants to submit
block trades through our proprietary GUI and orders to our central limit order book
through widely used third-party ISVs.
• Abaxx Clearing: This clearing, settlement, risk management, and post-trade

services solution offers clearing firms all the required tools to clear physically
settled futures and the capability to automate processes. The solution is scalable,
offering faster time to market for new, more specialized products that address the
emerging needs of market participants as they develop.
• Abaxx Infrastructure: A cloud-native architecture supporting scalable, high-

availability microservices through a globally available mesh network with
geographically distributed endpoints, designed to reduce latency and ensure
equitable access to the platform.
• Abaxx Verifier and ID++: Verifier is Abaxx Technologies’ proprietary identity and
access management app and credential wallet that enables password-less
authentication via biometrics or self-created secret PIN. Member Firms will have
the option to use next-generation digital identities supported by ID++ or their
existing compatible digital identity provider to issue verifiable credentials to users,
creating a secure, flexible mechanism for user access that bridges the present and
future of digital identity and data access.
Following the launch, we plan to introduce capabilities around Exchange for Related
Positions and bilateral trade, including integrations with our suite of console apps and an
expanded role for ID++. With our unique approach to digital identity, credentials, and
signatures through ID++, we are building the foundation to scale analytics and data
offerings that leverage the competitive asymmetry of the Abaxx Exchange ecosystem.
On April 13, 2023, Abaxx Technologies announced the voting results from the Company’s
special shareholder meeting on April 14, 2023. Each of the three items of business was
approved and passed by the Company’s shareholders, namely: (i) a special resolution
authorizing the Company’s board of directors (the “Board”) to effect a share consolidation
and set a consolidation ratio between two and four; (ii) an ordinary resolution approving,
ratifying and confirming the Company’s restricted stock unit incentive plan, as amended
(the “New RSU Plan”); and (iii) an ordinary resolution approving, ratifying and confirming
certain grants of restricted share units made under the New RSU Plan.
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On April 26, 2023, Abaxx Technologies announced Nancy Seah as the CEO of Abaxx
Exchange and appointed five new board members to the Abaxx Commodity Exchange
boards of directors. Thomas Chhoa, Silvana Hleap, and Catherine Flax joined Abaxx
Singapore’s Board of Directors, while Neal Wolkoff and Ng Quek Peng joined Abaxx
Clearing’s Board of Directors. Additionally, Thomas McMahon, co-founder of Abaxx
Singapore, who currently sits on Abaxx Clearing’s Board of Directors, was also appointed
to Abaxx Singapore’s Board of Directors. Mason Wallick, who currently sits on Abaxx
Singapore’s Board of Directors, was re-appointed to Abaxx Clearing’s Board of Directors.
These appointments were necessary for Abaxx Singapore and Abaxx Clearing to fulfill
the statutory requirements of approved holding companies and approved clearinghouses.
Abaxx also announced that it had established an at-the-market equity program (“ATM
Program”) which would allow the Company to issue, at its discretion, common shares (the
“Common Shares”) of the Company having an aggregate offering price of up to
$30,000,000 to the public from time to time through the Agent. For more details regarding
the ATM, please see the press release linked here:
https://www.investors.abaxx.tech/abaxx-provides-corporate-update-appoints-abaxx-
singapore-directors-and-establishes-at-the-market-equity-program
At this time, Abaxx also announced that the Company had terminated its Normal Course
Issuer Bid (the “NCIB”) to purchase for cancellation up to 3,657,475 common shares of
the Company, which was originally announced on June 15, 2022. The NCIB was set to
terminate on June 14, 2023, and the Company did not plan to renew nor did the Company
purchase any shares pursuant to the NCIB.
On May 15, 2023, Abaxx Technologies announced that Abaxx Exchange had Completed
full systems integration and commenced operational readiness testing as well as
completed first user acceptance testing (“UAT”) and progressed systems toward
completion of regulatory requirements throughout Q2 2023.
This update also included the announcement that Abaxx Clearing had completed the
commercial onboarding of its first clearinghouse settlement bank and signed a collateral
management services agreement with Southeast Asia’s largest bank by assets. At this
time, Abaxx Singapore announced the completion of all key executive and senior
management-level hiring.
On May 18, 2023, Abaxx Technologies Inc. announced that it had completed a
consolidation (the “Consolidation”) of its common shares (“Common Shares”) based on
three (3) pre-Consolidation Common Shares for one (1) post-Consolidation Common
Share. As of the date hereof, 73,548,185 Common Shares were issued and outstanding.
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On a post-consolidation basis, the Company had approximately 24,516,061 Common
Shares issued and outstanding.
On June 2, 2023, Abaxx announced that it had received conditional approval to list the
Company’s common shares on Tier 1 of the Cboe US Equities Exchange, an innovative
US securities exchange within the Cboe Global Listings Network. Within the
announcement, Abaxx communicated that the Company will retain its listing on the Cboe
Canada Exchange (formerly the NEO Exchange).
The Abaxx Global Commercial team held over 50 direct one-on-one meetings during the
month of June alone across Asia, Europe, and North America with new and existing
commodity trading firms, major auto manufacturers, battery manufacturers, and new
merchant trading firms across the nickel sulphate and natural gas verticals. These
meetings were focused on moving launch partners through various stages of the
onboarding process and facilitating FCM connectivity.
On July 10, 2023, Abaxx Technologies announced the Company’s first revenues,
generated through the Company’s 2.5% gross revenue royalty on Base Carbon sales, the
first group revenue from an organic development project within Abaxx. In this corporate
update, the Company shared the completion of its first nickel sulphate industry working
group to advance final contract-specification development before submitting the proposed
nickel futures products for regulatory review; 11 metals merchant trading companies, 2
global mining companies, 4 global auto and battery manufacturers, and 4 market makers
and financial participants participated in the working group and proposed product
specification review.
July’s corporate update also shared that Abaxx Technologies’ product and engineering
teams completed porting the back end of Verifier to V2 of the ID++ protocol as well as the
front-end development of Sign and began development of a prototype app for KYC as
well as the initial development of the ID++ V2 SDK. In this release, the Company
communicated that integration and upgrades of Issuer, Drive, and Messenger remained
on target. Additionally, the Company completed the full and final internal testing of
Exchange and Clearing applications and systems, satisfying operational requirements for
launch and all network engineering, failover tests, and security tests required for launch
were completed.
On August 14, 2023, Abaxx Technologies announced that Abaxx Singapore had, as part
of a US$20 million to US$35 million best efforts equity private placement of preferred
shares of Abaxx Singapore, signed a definitive investment agreement with an initial
corporate investor to participate in an offering of 2,144,563 Preferred Shares and
Ordinary Shares in the first tranche of the Offering. As part of the First Tranche, Abaxx
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Singapore will also issue 1,932,610 ordinary shares from treasury to a fully owned
subsidiary of the Company for cash and settlement of intercorporate debts. The Offering
is expected to close in September 2023. The release confirmed that the investor for
Preferred Shares in the First Tranche is a global market infrastructure operator.
Following the closing of the First Tranche, the Company announced plans to hold the
funds raised for required reserve capital in order to fulfill regulatory requirements from the
Monetary Authority of Singapore for Abaxx Exchange to operate as a Recognized Market
Operator (“RMO”) and in subsequent closings, for Abaxx Clearing to obtain an “Approved
Clearing House (“ACH”) license, each contingent upon regulatory approvals and
successful execution of the Offering.
In concert with the Offering, Abaxx Technologies announced that the Company agreed
to fund up to US$11,000,000 of Abaxx Singapore’s projected working capital
requirements through its subscription for units of Abaxx Singapore for US$4.718 per
Unit”). Each Unit will consist of one Ordinary Share and one Ordinary Share purchase
warrant (each, a “Warrant”), with each Warrant exercisable for an Ordinary Share for
US$4.718 per Ordinary Share, exercisable within 6 months of the date of issuance. It is
expected the Ordinary Share Offering will close after the First Tranche.
On August 16, 2023, Abaxx Technologies released a Corporate Update highlighting the
following achievements:
• Concluded public consultation on Exchange and Clearing House rules; ongoing

engagement with MAS for ACH and RMO licensing
• Broad interactions with market participants including significant meetings and
interactions at the 20th International Conference & Exhibition on Liquefied Natural
Gas (LNG2023), where Abaxx Singapore was the sole global exchange and
clearing group represented amongst over 400 LNG Traders and 3,000 delegates
• Selected as a GasTech delegate, presenting the Abaxx physical futures white
paper and suite of LNG benchmark contracts at the global conference in Singapore
• Hired a new Chief Technology Officer with global exchange experience
• Progressed integration of third-party clearing and exchange independent software
vendors (ISVs) into production
• Completed upgrade to ID++ V2 core protocol; prototyping tools for carbon markets
with improved privacy and accountability (the first reference of Abaxx Project
Venice)
On August 17, 2023, Abaxx Technologies announced that Abaxx Singapore Pte. Ltd.’s
subsidiary, Abaxx Exchange Pte. Ltd., had submitted a Notification of Impending Listing
15
of Futures Contracts to the Monetary Authority of Singapore (MAS) for inclusion as a
flagship Abaxx Exchange and Clearing Product and that the initial Nickel Sulphate futures
contract will include a new approach to the legacy warehouse structure of current base
metals contracts.
Abaxx’s first-of-its-kind nickel sulphate futures contract is the result of collaboration with
21 firms, including a broad spectrum of industry market participants. That cooperative
work involved two major global auto manufacturers, two global mining companies, six
merchant trading firms, two EV battery manufacturers, three nickel sulphate producers,
and four bank/broker trading firms.
On August 17, 2023, The Company also held an investor presentation via Zoom at 10:00
a.m. Eastern Standard Time Zone (EST). The Company invited current and prospective
shareholders to attend the quarterly business update and Q&A session with the Abaxx
executive team.
On September 19, 2023, Abaxx Technologies announced that effective October 2nd,
economist and commodities strategist, Dr. Jeff Currie will join Abaxx as an independent
member of its Board of Directors.
On September 28, 2023, Abaxx Technologies provided a Corporate Update summarizing

Company achievements throughout Q3 2023, including that it had begun a commodity
broker engagement program before initial trading and had executed a first cooperation
agreement with Vanir Global Markets Pte. Ltd, a global energy and environmental
interdealer brokerage (IDB) firm providing market participants further access to Abaxx
Exchange's suite of products via their extensive relationships in global energy and
environmental markets.
On October 22, 2023, Abaxx Technologies announced that it had entered a binding term
sheet for financing with a strategic investor. The Financing was to consist of the issuance
of up to 4,695,653 common shares of the Company for $5.75 per common share for gross
proceeds of $27 million, of which a lead strategic investor would subscribe for $20.5
million (3,565,218 shares).
At this time, the Company also announced that at the closing of the Financing, it would
terminate its “at-the-market” equity offering program relating to sales of common stock
with BMO Capital Markets as a sales agent. The ATM Program was originally announced
on April 26, 2023. As of October 22, 2023, the Company had sold 763,333 of its common
shares and raised approximately $5,644,815 in gross proceeds at a price of
approximately $7.39 per share.
16
On November 16, 2023, the Company held its Annual and Special Shareholders Meeting.
On November 17, 2023, Abaxx Technologies announced the results of its annual and
special shareholder meetings. A total of 8,328,314 common shares, representing 32.7%
of the company's issued and outstanding common shares, were represented at the
Meeting.
The Company's shareholders approved increasing the size of the board of directors to
seven (7), and all seven (7) directors proposed by management were elected to the
Company’s board for the ensuing year.
To review the results of the votes in detail, please access the 11/17 press release linked
here: https://www.investors.abaxx.tech/abaxx-announces-results-of-2023-annual-and-
special-meeting-of-shareholders
On November 21, 2023, Abaxx Technologies announced that it had closed its non-
brokered private placement previously announced on October 23, 2023. The Financing
consisted of the issuance of 5,338,866 common shares (the “Shares”) of the Company
for $5.75 per common share for aggregate gross proceeds of $30,698,480. In the release,
CEO Josh Crumb welcomed new institutional shareholders including Canoe Financial,
K2 Asset Management, and the multiple additional leading global institutional investors
who participated in the placement.
The Company also announced the termination of its “at-the-market” equity offering
program relating to sales of common shares with BMO Capital Markets, as a sales agent.
The ATM Program was originally announced on April 26, 2023. Upon termination, the
Company expected to have no further obligations related to the ATM Program.
On December 7, 2023, Abaxx Technologies announced that the Monetary Authority of

Singapore (MAS) had granted an Approved Clearinghouse (ACH) license and
Recognised Market Operator (RMO) license to Abaxx Singapore’s fully owned
subsidiaries, Abaxx Clearing Pte Ltd. (“Abaxx Clearing”) and Abaxx Exchange Pte Ltd.
(“Abaxx Exchange”) respectively. The grant of these licenses is expected to allow Abaxx
to operate a regulated marketplace that provides a venue for listing and trading futures
and options contracts and a clearing facility that offers centralized clearing and settlement
services for global commodities markets.
On January 3, 2024, Abaxx Technologies announced that Abaxx Singapore had, as part
of a best-efforts equity private placement of preferred shares and Ordinary Shares of
Abaxx Singapore, signed definitive investment agreements with a group of strategic
17
corporate investors to participate in an Offering of 953,787 Preferred Shares and
4,837,392 Ordinary Shares for aggregate gross proceeds of approximately
US$27,323,013. The investors for Preferred Shares are Abaxx’s first group of globally
recognized strategic participants in the market infrastructure and commodity ecosystems,
while Abaxx Tech (through an indirect wholly owned subsidiary) is the investor for the
Ordinary Shares. At the press release date, it was communicated that the closing of the
Offering was anticipated to occur on or about January 8, 2024.
The release stated that the Preferred Shares were offered solely to strategic corporate
investors for US$4.718 per Preferred Share. The Preferred Shares will be convertible into
Ordinary Shares of Abaxx Singapore at the holder’s option or upon the occurrence of
specific events, as well as a put right that, upon the occurrence of certain events, will
allow purchasers of Preferred Shares the ability to sell their Preferred Shares back to
Abaxx Singapore at the Purchase Price. In addition, investors will be granted limited pre-
emptive rights concerning any future capital raising by Abaxx Singapore. Investors of the
Preferred Shares will also have, subject to regulatory approval, the right to nominate one
director to serve on the Abaxx Singapore board of directors.
On January 10, 2024, Abaxx Technologies announced that Abaxx Singapore had closed
its best-efforts equity private placement as previously announced on January 3, 2024, for
gross proceeds of US$27,323,013. The Offering involved issuing 953,787 preferred
shares to strategic partners, 4,837,392 ordinary shares, and 3,730,362 Ordinary Share
purchase warrants. The investors for Preferred Shares are Abaxx’s first group of globally
recognized strategic participants in the market infrastructure and commodity ecosystems
and include CBOE III LLC “Cboe”, TLW Trading LLC “TLW”, Traxys Lithium Investments
Limited “Traxys” — while Abaxx Tech (through an indirect wholly-owned subsidiary) is the
investor for the Ordinary Shares and Warrants.
On January 29, 2024, Abaxx Technologies announced that Abaxx Singapore Pte. Ltd has
been approved for membership in the Futures Industry Association (FIA).
The FIA is a global trade organization with a diverse membership base, including clearing
firms, exchanges, clearing houses, and trading firms from over 48 countries. Its various
professionals serve the industry, with the mission to support open, transparent, and
competitive markets, protect and enhance the integrity of the financial system, and
promote high standards of professional conduct.
The newly granted membership reflects Abaxx’s readiness to meet the commercial needs
of global futures market participants. Abaxx Exchange and Abaxx Clearing will introduce
centrally cleared, physically delivered futures contracts and derivatives to deliver better
18
price signals and risk management tools. They will also enhance the market ecosystem
enabling energy and commodity markets to accelerate the energy transition.
On January 30, 2024, Abaxx Technologies and StoneX Financial Pte. Ltd. jointly
announced that StoneX has become the first approved clearing and trading member of
Abaxx’s indirectly held, majority-owned Singapore-based exchange (“Abaxx Exchange”)
and clearinghouse (“Abaxx Clearing”), introducing centrally cleared, physically-
deliverable futures contracts, and licensed as a Recognised Market Operator (“RMO”)
and Approved Clearing House (“ACH”) with the Monetary Authority of Singapore (“MAS”).
The release confirmed that StoneX’s clients would have access to Abaxx Exchange’s
suite of first-of-their-kind, physically- deliverable futures contracts, including liquefied
natural gas (“LNG”), nickel sulphate, and carbon, from the first day of trading on Abaxx
Exchange. This will enable StoneX clients to be the first market participants to benefit
from Abaxx’s market price discovery and enhanced risk management tools for energy
transition-related commodities.
On February 1, 2024, Abaxx Technologies released a Corporate Update highlighting the

following achievements:
• Abaxx Exchange and Clearing approved applications for two initial clearing
members
• Began onboarding global inter-dealer broker networks — key in building market
liquidity for the debut of Abaxx product verticals
• Conducted an extensive series of demos intended to familiarize brokers with the
Abaxx Trade Registration Platform for block trade entry
• Finalizing additional membership approvals to build a key group of clearing
members at launch
• Continued to enhance the readiness of trading participants by ensuring the
adequacy of product knowledge of our launch suite of LNG, Carbon, and Nickel
Sulphate futures contracts.
• Lithium futures progressed to Stage 2 (Scoping/Design/Drafting). Precious Metals
solutions in Stage 3 (Industry Review/Risk/Regulatory).
• Integration, training, and onboarding of all user classes (trading firm, broker firm,
and clearing firm) into production and payment network underway and on time for
targeted 2024 launch
• Abaxx Singapore completed the onboarding of a multinational bank as Abaxx
Clearing’s second settlement bank and Abaxx Clearing is now active on the Swift
network
19
• Held our first private demo day, reviewing our full slate of product applications and
prototypes.
• Advanced work on prototyping processes and tooling for a novel, privacy-
preserving deployment of Large Language Model (LLM) applications within the
Abaxx Console Suite using ID++
In this release, the Company also announced its plans to host a quarterly business update
investor presentation on February 6, 2024, to provide a business update and respond to
investor questions.
On February 6, 2024, the Company held an investor presentation via Zoom at 10:00 a.m.
Eastern Standard Time Zone (EST). The Company invited current and prospective
shareholders to attend the quarterly business update and Q&A session with the Abaxx
executive team.
On February 14, 2024, Abaxx Technologies and KGI Securities (Singapore) Pte. Ltd.
jointly announced that KGI Securities had become an approved clearing and trading
member of Abaxx’s majority-owned Singapore-based exchange (“Abaxx Exchange”) and
clearinghouse (“Abaxx Clearing”), facilitating centrally cleared, physically-deliverable
futures contracts, and licensed as a Recognised Market Operator (“RMO”) and Approved
Clearing House (“ACH”) with the Monetary Authority of Singapore (“MAS”).
The partnership between KGI Securities and Abaxx Exchange brings together KGI
Securities’ extensive experience in commodities trading and Abaxx Exchange’s state-of-
the-art marketplace. By combining their expertise, the two organizations communicated
their aim to empower market participants with innovative solutions and unlock new
avenues for success.
On March 11, 2024, Abaxx Technologies announced the initiation of the final exchange
trading launch sequence for Abaxx Exchange and Clearinghouse to open the market in
each of its commodity futures contracts. Highlights included:
• Abaxx Exchange and Abaxx Clearing will request approval from their respective
Boards of Directors to provide final notices to open Abaxx markets pending the
near-term finalization of a third clearing member application approval.
• With Abaxx Exchange and Clearing operational and markets open, the
arrangement of first block trades in each market will be finalized and announced.
• Pending final notices, Abaxx Exchange and Abaxx Clearing will open with three
approved clearing members, while additional clearing firms onboard through these
clearing members or via applications as direct members of Abaxx Clearing.
20
• Abaxx has worked closely with market participants in three launch product verticals
- LNG, Carbon, and Nickel Sulphate to initiate trading.
The release shared that our global broker partners had facilitated the ‘go live’ phase of
futures block trades. Broker firms have been engaged with trading firms across the three
initial product verticals to enlist their interest in ‘first trades’. It is general practice with new
market launches that trading and clearing firms confirm all trade information and data
have been correctly routed to the proper clearing entities before continuing to trade.
At launch, market participants who have completed onboarding will be able to engage the
Abaxx Exchange central limit order book or report Block and Exchange of Futures for
Related Product (“EFRP”) trades through the Abaxx trade reporting system. Market data,
including trade volume and open interest, will be available at www.abaxx.exchange and
through market data channels provided by approved Independent Software Vendors
(“ISVs”) and data vendors.
This release communicated that in addition to the current clearing members, customers
of Marex and an Asian financial institution are expected to be able to access the Abaxx
suite of physically deliverable futures contracts via an arrangement with carry brokers in
Singapore.
It also provided an overview of Abaxx’s initial product suite of first-of-their-kind, physically-

deliverable futures contracts for transition commodities, accessible at the release linked
below: https://www.investors.abaxx.tech/abaxx-prepares-exchange-opening-sequence-
and-final-notices
On March 18, 2024, Abaxx Technologies announced that it had entered into an
agreement with Canaccord Genuity Corp. and BMO Capital Markets, as co-lead
underwriters and joint book-runners, on behalf of a syndicate of underwriters, pursuant to
which the Underwriters have agreed to purchase, on a bought deal basis, 775,000
common shares of the Company a price of C$13.00 per Common Share for aggregate
gross proceeds of approximately C$10,075,000. For details on the financing, visit the
press release linked below: https://www.investors.abaxx.tech/abaxx-announces-10-
million-bought-deal-financing
On March 19, 2024, Abaxx Technologies announced that it had agreed to increase the
size of its previously announced bought deal financing with Canaccord Genuity
Corp. and BMO Capital Markets, (the "Co-Lead Underwriters"). The Co-Lead
Underwriters have agreed on behalf of a syndicate of underwriters, to purchase, on a
bought deal basis, an aggregate of 1,250,000 common shares of the Company for
21
C$13.00 per Common Share for aggregate gross proceeds to the Company of
C$16,250,000. For details on the financing, visit the press release linked below:
https://www.investors.abaxx.tech/abaxx-announces-upsize-of-bought-deal-financing-to-
c1625-million
On March 28, 2024, the Company announced it had closed its previously announced
bought-deal financing (the “Offering”). The Company issued 1,437,500 common shares
(the “Common Shares”) on a bought-deal basis at an offering price of $13.00 per Common
Share (the “Offering Price”), which includes 187,500 Common Shares issued pursuant to
the exercise of an over-allotment option, in full, for gross proceeds of $18,687,500.
The Company 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 its prospectus supplement to its base shelf
prospectus dated March 20, 2024, filed in connection with the Offering.
Patents Issued
Singapore Patent No. 11202.109098X, issued April 19, 2023, is for Computer Methods
For Entering Plural Input Modalities onto a Secure Disclosure Blockchain.
US Patent No. 11,620,704, issued April 4, 2023, is a Method and GUI For Settlement of
Commodity Contracts Denominated in Commodity Contract Tokens.
US Patent No. 11,599, 943, issued March 7, 2023, is for a Computer Method and GUI
For Displaying A Reflexive Index Price From the Settlement of Commodity Contracts.
US Patent No. 11,423,480 issued April 23, 2022: Method and GUI For Creating
Optionality in a Commodity Contract Settlement Price.
22
Overall Performance
The Company is still developing its revenue streams and planning towards a profitable
operation, expecting greater revenue within the next twelve months. The Company
realized its first revenues in Q2 2023, of $0.2 million under its royalty agreement with
Base Carbon, and the first-ever profitable quarter was in Q2 2023 with $15.8 million.
However, the Company is still not fully operational as of December 31, 2023 (‘FY 2023”);
the Company continues its development activities as it launches its exchange and
clearing house operations within Q2 2024. On December 31, 2023, the Company had
cash and cash equivalents and short-term investments of $25.2 million, compared to $9.6
million on December 31, 2022.
During FY 2023, the Company established an at-the-market equity program (the “ATM
Program”) and executed an equity raise to improve its overall cash position. The
Company raised $5.8 million from the ATM program and $30.6 million with proceeds from
the equity financing.
The Company’s loss for the three months ended December 31, 2023 (‘Q4 2023”) was
$13.4 million (December 31, 2022 (‘Q4 2022”) $5.3 million). The Company expects to
focus on the near-term launch of its exchange and clearing house operations to earn
more revenue and turn a profit.
See below for more details on the Company’s performance.
Selected Annual Information

The following table presents select annual consolidated information for the years ended
December 31, 2023, 2022, and 2021:
Year ended Year ended Year ended

Selected Annual Information December 31, December 31, December 31,
2023 2022 2021
Total Revenue
$215,510 - -
Loss from continuing operations:
Loss for the year $(11,487,174) $(18,285,810) $(12,905,032)
On a per-share(1)(2) (0.45) (0.75) (0.56)
On a diluted per-share(1)(2) (0.45) (0.75) (0.56)
Loss attributable to owners of the parent:
Loss for the year (9,631,044) (17,025,702) (11,928,768)
On a per-share(1)(2) (0.38) (0.69) (0.52)
On a diluted per-share(1)(2) (0.38) (0.69) (0.52)
Total assets 48,703,128 14,003,399 29,293,566
Total liabilities 5,818,395 3,201,116 1,352,761
Total shareholders' equity 42,884,733 10,802,283 27,940,805
Distributions or cash dividends declared - 4,328,053 -
23
Notes:
(1)
For the year ended December 31, 2023, basic and diluted loss per share has been calculated based on the
loss attributable to common shareholders and the weighted average number of common shares outstanding of
25.5 million (December 31, 2022, 24.5 million and December 31, 2021, 22.8 million). Diluted loss per share did
not include the effect of stock options, restricted share units, and warrants as they are anti-dilutive.
(2) The number of common shares for the comparative period was restated to reflect the one-for-three share
consolidation that occurred during the year ended December 31, 2023.
a. Total Revenue
The Company generated its first revenue from its Base Carbon Royalty agreement. This
agreement provides that Base Carbon would pay Abaxx a 2.5% royalty for the usage of
software it developed. The royalty is indefinite in term and Base Carbon has the right to
buy back the royalty upon the payment of US$150,000,000 (above any royalty already
paid) to Abaxx.
For FY 2023, $0.2 million (FY 2022 $nil) has been earned and accrued under the royalty
agreement.
The Company has not yet generated any revenue from its exchange and clearing house
operations during the year that ended December 31, 2023, as revenue streams are still
being developed, with the AEX system's near-term launch expected in 2024.
b. Loss From Continuing Operations

For the year ended December 31, 2023, the Company recorded a net loss of $11.5 million
(December 31, 2022, $18.3 million). Abaxx is a developing technology company that did
not generate revenues from its exchange and clearing house operations during the
reported period. The loss was due primarily to its spending on development expenses of
$11.3 million (December 31, 2022, $8.4 million), salaries and wages of $7.3 million
(December 31, 2022, $3.4 million), general and administrative of $2.9 million (December
31, 2022, $1.6 million) and professional fees of $2.8 million (December 31, 2022, $1.9
million). The Company also incurred a non-cash stock-based compensation expense of
$5.8 million (December 31, 2022, $3.3 million). The operating expenses were offset by a
$20.2 million profit on investment under the equity method generated from Base Carbon
2023 performance (December 31, 2022, $2.2 million loss).
c. Total assets
For the year ended December 31, 2023, the Company had total assets of $48.7 million
(December 31, 2022, $14 million), representing a 248% increase year over year. This
was due to the Company’s increase in cash and cash equivalents resulting from the equity
raise of $30.6 million, $5.8 million (December 31, 2022, $nil) raised from the ATM
program, $5.2 million (December 31, 2022, $3.9 million) sale of short-term investments
(gold holdings), $1.5 million (December 31, 2022, $1.1 million) from the exercise of stock
options, $1 million (December 31, 2022, $nil) from a convertible debenture, $20.2 million
gain (December 31, 2022, $2.2 million loss) on investment under the equity method and
these were offset by spending on ongoing operations.
24
d. Total liabilities
For the year ended December 31, 2023, the Company had total liabilities of $5.8 million
(December 31, 2022, $3.2 million), or an 82% increase year over year. The Company
does not have any non-current liabilities. The accounts payable and accrued liabilities at
December 31, 2023, consisted of development costs, professional fees, and other
recurring business expenses such as a bonus for the launch of the exchange and clearing
house. On December 31, 2023, the Company owed its associate company, Base Carbon,
$0.5 million, which was paid in Q1 2024.
e. Shareholders’ equity
For the year ended December 31, 2023, the Company had Shareholders’ equity of $42.9
million (December 31, 2022, $10.8 million), or a 297% increase year over year. This
increase was due to the Company’s equity raise of $30.6 million, $5.8 million (December
31, 2022, $nil) raised from the ATM program, $5.2 million (December 31, 2022, $3.9
million) sale of short-term investments (gold holdings), $1.5 million (December 31, 2022,
$1.1 million) from the exercise of stock options, $1 million (December 31, 2022, $nil) from
a convertible debenture, $20.2 million (December 31, 2022, $2.2 million loss) gain on
investment under the equity method. These were offset by spending on ongoing
operations.
f. Dividend and return of capital

During the year ended December 31, 2023, the Company did not distribute or declare a
dividend to make a return of capital. During FY 2022, the Company distributed 5,091,827
common shares (the “Base Carbon Shares”) of Base Carbon Corp. (“Base Carbon”) from
its holdings to shareholders of Abaxx as a return of capital (the “Return of Capital”). The
Return of Capital was completed in connection with a capital reorganization and the
completion of Base Carbon’s reverse takeover transaction and listing on the NEO
Exchange Inc.
The distribution of the Base Carbon Shares was paid on March 3, 2022, to Abaxx
shareholders of record at the close of business on March 1, 2022 (the “Record Date”).
The Base Carbon Shares were distributed on a pro-rata basis. No fractional shares or
cash in lieu thereof (or any other form of payment) were payable in connection with the
Return of Capital. Any fractional interests in Base Carbon Shares were rounded down to
the nearest whole number of shares. Based upon the number of common shares of Abaxx
outstanding, and ignoring the effect of rounding for fractional interests, one (1) Base
Carbon Share paid for every fourteen (14) Abaxx common shares held on the Record
Date (approximately 0.0714 Base Carbon Shares per Abaxx common share).
Abaxx shareholders were not required to pay for any Base Carbon Shares received under
this distribution, surrender or exchange any Abaxx common shares for receiving the Base
Carbon Shares, or take any other action in connection with the distribution. After
completing the Return of Capital, Abaxx holds 19,339,593 common shares of Base
Carbon.
25
The Company accounted for the return of capital at a fair value of $4,328,053, which
resulted in a fair value gain on distributed assets of $3,672,291 during the year ended
December 31, 2022.
g. Basic and Diluted Loss per Share

For the year ended December 31, 2023, the Company recorded a basic and diluted loss
per share of $0.38 (December 31, 2022, $0.69 loss per share).
Summary of Quarterly Results

IFRS Consolidated Income Statement
Select Data FY 2023 FY 2022
(Expressed in $000s) except EPS Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Revenue - - (0.2) - - - - -
(7,083) (6,430) (6,243) (4,878) (4,496) (4,316)
Total Expenses (5,986)
(11,810)
(7,353) (6,567) (5,296) (5,861) (6,443) (686)
Net Profit (Loss) Before Tax 15,789
(13,356)
Basic Profit (Loss) per Share1 (0.46) (0.28) 0.66 (0.25) (0.19) (0.23) (0.26) (0.02)
Diluted Profit (Loss) per Share 1 (0.46) (0.28) 0.63 (0.25) (0.19) (0.23) (0.26) (0.02)
1. The number of common shares for the comparative period was restated to reflect the one-for-three share
consolidation that occurred in the period ended June 30, 2023.
For the three months ended December 31, 2023, compared to the three months ended
December 31, 2022, the Company had an increase in operating expenses of $5.6 million
or 89%. This increase was mainly due to non-cash stock-based compensation of $1.7
million, development costs increasing by $0.6 million, salaries and wages increasing by
$1.1 million, professional fees increasing by $0.9 million, general and administration
increasing by $1 million, and travel, marketing & promotion increasing by $0.2 million.
These operating expenses were for ongoing start-up work in Singapore and Canada to
meet the Company’s timelines for its various projects.
a. Revenue
During Q4 2023, the Company did not earn any additional royalty, but to date, $0.2 million
has been earned and accrued under the royalty agreement.
The Company has not yet generated revenue for its exchange and clearing house
operations during the quarter ending December 31, 2023, or in the prior year's three-
month quarter ending December 31, 2022, as revenue streams are still being developed
with the AEX system launch expected in 2024.
b. Net (Profit) Loss Before Tax

For the quarter that ended December 31, 2023, the Company recorded a net loss before
tax of $13.4 million (December 31, 2022, $5.3 million loss), a 152% increase. Abaxx is a
developing technology company that did not generate revenues during either quarter. The
loss was due primarily to its spending on development expenses of $2.9 million
26
(December 31, 2022, $2.3 million), salaries and wages of $2.2 million (December 31,
2022, $1.1 million) professional fees of $1.6 million (December 31, 2022, $0.7 million),
travel marketing & promotion $0.5 million (December 31, 2022, $0.3 million) and $1.5
million on general & administration (December 31, 2022, $0.5 million).
The Company also incurred non-cash stock-based compensation expense of $3.1 million
(December 31, 2022, $1.4 million), unrealized loss on investments under the equity
method of $0.9 million (December 31, 2022, $0.7 million), loss on fair value adjustment
to notes receivables of $0.6 million (December 31, 2022, $27k) and loss on investments
at fair value of $54k (December 31, 2022, $0.9 million gain).
c. Basic and Diluted Loss per Share

For the quarter ended December 31, 2023, the Company recorded basic and diluted loss
per share of $0.46 (December 31, 2022, $0.19 loss per share).
Results of Operations
Basis of Presentation
The following are the consolidated results from operations for the quarter ended
December 31, 2023, compared to the same period in 2022.
Consolidated Financial Results
(expressed in $000s) Q4 Q4 $ % FY FY $ %
2023 2022 Change Change 2023 2022 Change Change
Revenue - - - 0% 216 - 216 100%
Operating Expenses
Research and development 2,897 2,255 642 28% 11,337 8,345 2,992 36%
Salaries and wages 2,229 1,137 1,092 96% 7,282 3,428 3,854 112%
Professional fees 1,597 720 876 122% 2,795 1,934 861 45%
Travel, marketing and promotion 472 298 174 59% 1,202 1,324 (123) (9%)
General and administrative 1,484 455 1,029 226% 2,919 1,597 1,322 83%
Share-based compensation 3,112 1,378 1,735 126% 5,755 3,305 2,451 74%
Regulatory expenses 18 - 18 100% 18 - 18 100%
Total operating expenses 11,810 6,243 5,567 89% 31,309 19,934 11,376 57%
Operating loss for the period (11,810) (6,243) (5,567) 89% (31,094) (19,934) (11,160) 56%
Foreign exchange (loss) gain (48) 37 (85) (227%) (186) 26 (212) (824%)
Gain (loss) on fair value of short term investments - 656 (656) (100%) 304 (330) 634 (192%)
Other income 96 72 24 34% 317 301 16 5%
Profit (loss) on investment under equity method (936) (704) (232) 33% 20,227 (2,174) 22,401 (1,030%)
(Loss) gain on investments at fair value (54) 913 (967) (106%) (511) 179 (690) (385%)
Fair value gain (loss) on note receivables (604) (27) (577) 0% (545) (27) (518) 100%
Fair value gain on distributed assets - - - 0% - 3,672 3,672 100%
Net loss for the period (13,356) (5,296) (8,059) 152% (11,487) (18,286) 6,799 (37%)
Revenue
The Company did not generate any revenue during the quarter ended December 31,
2023, or in the prior year three-month quarter ended December 31, 2022, as revenue
streams are still being developed with the AEX system launch in 2024.
27
Development
The Company increased its spending on development activities quarter over quarter (Q4
2023 over Q4 2022) by $0.6 million or 28%. The Company has focused its development
resources on building a world-class trading platform and clearing house operations.
Furthermore, in Q4 2023, the Company continued to work with its technical partners to
provide specific development work geared towards launching the AEX trading platform.
Abaxx has made these development investments, with respect to AEX:
• Building the Exchange: AEX has licensed the software systems necessary to facilitate
global order books and market matching and developed the rulebooks and compliance
procedures to operate the exchange.
• Building the Clearinghouse: Modern clearinghouses facilitate these transactions and
risk calculations via robust software systems. AEX has licensed the necessary
software systems to facilitate global order clearing and risk monitoring and has
developed the necessary rulebooks compliance procedures, and risk analysis
monitoring systems to operate the exchange.
Salaries and wages

Abaxx is still building its core team of operators, managers, and support staff. During Q4
2023, staff costs increased by 96% or $1.1 million compared to Q4 2022. This increase
results from management’s continued effort to align with the right vocational skill set to
grow with the Company, especially in the Asia Pacific region where a net 4 additional staff
were hired compared to Q4 2022. The Company also accrued launch bonuses to be paid
to staff following the exchange and clearing house launch in Singapore in 2024. The
Company expects salaries and wages to continue to increase in the coming quarters as
management aims to hire more skilled staff as we move closer to an operational launch
of the Exchange.
Professional fees
For Q4 2023, professional fees increased by $0.9 million or 122% compared to Q4 2022.
The Company incurred fees for accounting, audit, professional advisors, legal, and patent
work. These professional fees were for intellectual property requirements, ongoing legal
commitments, the Company’s launch of the Exchange, and building a properly functioning
corporate infrastructure.
Travel, marketing, and promotion

Travel, marketing, and promotion increased by 59% or $0.2 million quarter over quarter.
The major expenditures continue to relate to the development of our corporate brands,
investment in marketing the brand, and building out investor relations protocols and
podcasts, including SmarterMarkets. The Company continues to bring awareness to its
brands and educate the public about major industry activities. Here is a link to our
SmarterMarkets webpage for more information: https://smartermarkets.media/
General and administrative

During the quarter ending December 31, 2023, the Company's general and administrative
expenses increased by $1 million or 226%. These expenses are mainly related to
28
directors' and officers’ insurance, public company fees, key software subscriptions (such
as AWS, Microsoft, and Bloomberg), office spaces, internet services, postage, courier,
delivery, communications, office equipment, and provisions.
Share-based compensation
Share-based compensation expense increased by 126% or $1.7 million for Q4 2023
compared to Q4 2022. The increase was due to the annual bonus accruals in the form of
grants of stock options and grants of RSUs in Q4 2023 to employees, directors,
contractors, and consultants. The Company’s stock options and RSU plans are intended
to provide an incentive mechanism to foster the interest of its employees, directors,
contractors, and consultants in the long-term success of the Company, and will continue
to issue these going forward.
Gain on fair value of short-term investments

During Q4 2023, the Company recognized a nil$ (December 31, 2022, $0.7 million gain)
on change in the fair market value of its gold investments, in its consolidated statement
of operations and comprehensive loss. This was calculated based on the market price of
gold as published on the London Bullion Market Association’s website.
Gain (loss) on investments at fair value

During Q4 2023, the Company recognized a $0.1 million loss (December 31, 2022, $0.9
million gain) on change in investments at fair value in its consolidated statement of
operations and comprehensive loss. The Company used a third-party valuator to
determine the fair market value and the measurement basis for the investment at fair
value was the projected revenue and revenue multiplier as at December 31, 2023.
Fair value gain (loss) on note receivables

During Q4 2023, the Company recognized a $0.6 million loss (December 31, 2022, $0.02
million) on change in investments at fair value, in its consolidated statement of operations
and comprehensive loss. The Company used a third-party valuator to determine the fair
market value and the measurement basis for the investment at fair value was the
projected revenue and cash flows as at December 31, 2023.
Profit (loss) on investment under equity method

The Company (was a founding investor in Base Carbon Inc.) held an equity ownership of
approximately 16.4% at December 31, 2023. The quoted market value for these shares
in Base Carbon at December 31, 2023, was $9.1 million. The Company reports its
investment in Base Carbon under the equity method of accounting due to the Company’s
significant influence as a result of sharing two members of the board of directors and
ownership percentage in Base Carbon.
Abaxx recorded a $0.9 million loss as its share in its equity-accounted investee for Q4
2023 (Q4 2022: $0.7 million loss), and year to date, it has recorded a share of profit of
$20.2 million (December 31, 2022: share of loss $2.2 million).
29
Liquidity and Financial Position

Capital Resources
A key element of the Company’s financing strategy is to fund its operations primarily by
issuing equity instruments. Accordingly, the Company has historically carried
manageable amounts of long-term debt.
The Company may enter into credit facilities or other financing arrangements in future
periods to capitalize on market opportunities.
The following table summarizes capital resources and cash as of December 31, 2023,
and December 31, 2022:
December 31, December 31, $ %

(expressed in $000s)
2023 2022 Change Change
Cash and cash equivalents 25,164.2 4,580.9 20,583.3 449%
Short term investments 56.3 5,025.0 (4,968.7) (99%)
Other receivables 391.7 438.6 (46.9) (11%)
Prepaid and other assets 681.2 533.9 147.3 28%
Convertible note receivables 760.3 1,290.1 (529.8) (41%)
Accounts payable and accrued liabilities (5,818.4) (3,201.1) (2,617.3) (82%)
Net Working Capital 21,235.3 8,667.4 12,567.9 145%
Investments at fair value 1,718.1 2,134.9 (416.8) (20%)
Investment in associate 19,931.3 - 19,931.3 100%
Tangible Capital 42,884.7 10,802.3 32,082.5 297%
At December 31, 2023, the Company had $25.2 million in cash and cash equivalents and short-
term investments, an increase of $15.6 million or 163% over December 31, 2022. The net working
capital on December 31, 2023, was $21.2 million, an increase of $12.6 million or 145% over
December 31, 2022.
Tangible Capital on December 31, 2023, was $42.9 million, as compared to $10.8 million on
December 31, 2022, this was an increase of $32.1 million or 297%. The Company owns 19 million
shares in Base Carbon (Cboe Canada Exchange: BCBN) with a market value of $9.1 million on
December 31, 2023. The investment in Base Carbon is not recognized on the Company's balance
sheet at fair value due to the IFRS reporting requirements for investment in an associate entity,
which must be accounted for under the equity method.
For the three months ended December 31, 2023, the Company's net working capital increased
by $23.4 million, which can be attributed to its continued fundraising activities.
The Company continued to use its cash for operations and spent $6.9 million for the quarter ended
December 31, 2023 (Q4 2022, $3.7 million).
30
Cash Flow Summary
(expressed in $000s) Q4 Q4 $ % FY FY $ %
2023 2022 Change Change 2023 2022 Change Change
Net cash provided by (used in)

Operating activities (6,863) (3,730) (3,132) (84%) (22,473) (15,301) (7,172) (47%)
Investing activities - 2,924 (2,924) (100%) 5,242 (1,835) 7,076 386%
Financing activities 31,918 32 31,886 100,682% 38,922 1,273 37,649 2,958%
Increase (decrease) in cash
25,055 (775) 25,830 3,335% 21,691 (15,863) 37,554 237%
and cash equivalents
Operating Activities
For Q4 2023, the Company used $6.9 million in cash for operating activities, an increase
of $3.1 million or 84% compared to Q4 2022. This was due to a net loss of $13.4 million
adjusted for its share in its equity-accounted of $0.9 million, share-based compensation
of $3.1 million, foreign exchange gain of $0.5 million, fair value adjustment on convertible
note receivables of $0.6 million, change in accounts payable of $1.9 million, and the loan
from a shareholder $0.4 million. The Company continues to invest and build its
operational capabilities during the December 31, 2023, quarter.
During the year ended December 31, 2023, the Company used $22.5 million in cash for
operating activities, an increase of $7.2 million or 47% compared to FY 2022. This was
due to a net loss of $11.5 million adjusted for share-based compensation of $5.8 million,
foreign exchange gain of $0.2 million, gain on an investment in associate $20.2 million,
change in fair value of short-term investments of $0.3 million, loss on investments at fair
value $0.5 million and change in accounts payable of $2.6 million. The Company
continues to invest and build its operational capabilities during the year ended December
31, 2023.
Investing Activities
During the year ended December 31, 2023, the Company sold gold and received
proceeds of $5.2 million (December 31, 2022, $3.9 million).
During the year ended December 31, 2022, the Company received $nil (December 31,
2022, $0.7 million) from the sale of investments at fair value (Air Carbon).
Financing Activities
During the three months ended December 31, 2023, the Company received $30.6 million
in net proceeds from the issuance of its shares, $0.6 million in net proceeds from the sale
of its shares via the ATM program, and $0.7 million from the exercise of stock options.
31
During the year ended December 31, 2023, the Company received $30.6 million in net
proceeds from the issuance of its shares, $5.8 million in net proceeds from the sale of its
shares via the ATM program, and $1.5 million from the exercise of stock options.
After the quarter ended December 31, 2023, the Company has raised an additional $6
million through the issuance of preferred shares in its subsidiary Abaxx Singapore, net of
share issuance costs.
Commitments and Contractual Obligations
Royalty Payments
During the quarter ended December 31, 2019, the Company entered into a Royalty
Agreement (“Royalty”) with its subsidiary Abaxx Singapore. The Royalty payment
contains the following terms:
• Abaxx Singapore will accrue and pay a royalty equal to 2% of gross revenue to the
Company, payable quarterly as of April 1, 2019, continuing in perpetuity until the
obligation is relinquished by the Company.
• The amounts payable become due to the Company after Abaxx Singapore
generates positive earnings before income tax and depreciation of USD$25,000,000 in a
calendar quarter.
• There is no interest accrued on royalty payments accrued and not yet paid.
As of December 31, 2023, Abaxx Singapore has not achieved any revenue, and as such
no amounts have been accrued in the consolidated financial statements.
In addition, the Royalty permits the Company to purchase an increase in the royalty
payments by 1% for USD$10,000,000 by February 1, 2024. As of December 31, 2023,
the Company has not made any payments to Abaxx Singapore to increase the royalty
earnings percentage.
The Company has a royalty agreement with Base Carbon that would pay Abaxx a 2.5%
royalty on gross revenue for previous financial assistance and the usage of software it
developed. The royalty is indefinite in term and Base Carbon has the right to buy back
the royalty upon the payment of USD$150,000,000 to Abaxx. As of December 31, 2023,
$215,510 has been accrued under the royalty agreement.
Transfer of Intellectual Property and License Agreement

The Company has developed proprietary digital technology and intellectual property for
application to exchange trading and clearing for commodities and financial products
including liquid natural gas as well as other tradable commodities and applications.
(“Exchange Technology”).
During the quarter ended December 31, 2019, the Company entered into a Master
Licensing Agreement (“MLA”) with its majority-owned affiliate Abaxx Singapore. As a
result of this agreement, the Company was assigned exclusive title rights of use as well
32
as the sub-license rights to the Exchange Technology by way of a master license
agreement.
The Company maintains ownership of the intellectual property licensing in the MLA.
Abaxx Singapore has agreed to pay the Company earnings if in the future it sub-licenses
the Exchange Technology, in which case a result of the MLA royalty fees would be as
follows:
• An amount equal to 20% of revenues on the first USD$2,000,000

• An amount equal to 10% of revenues on the next USD$3,000,000
• An amount equal to 5% of revenue on any excess revenue
Payments from Abaxx Singapore under these agreements are due monthly to the
Company. As of December 31, 2023, Abaxx Singapore has accrued no amounts and no
amounts have been recorded as receivable by the Company under either a royalty
agreement or the MLA.
The Company has not recorded the benefits under either of these agreements as an asset
due to the intellectual property still being under development, no revenues being
generated, and the commercial viability of the Exchange Technology not yet been
determined.
As of the quarter ended December 31, 2023, this agreement does not impact the
Company's consolidated financial statements.
Contingency
The Company is a party to the claims & litigation arising in the normal course of business.
Due to the inherent uncertainties of litigation and/or the early stage of certain proceedings,
the outcomes of all ongoing litigation and claims cannot be predicted with certainty and
the amount of any potential losses cannot be estimated reliably. The resolution of any
future matters could materially affect the Company's financial position, results of
operations, or cash flows.
As part of the December 14, 2020, reverse takeover with New Millennium Iron Corp., the
Company took on a legacy legal claim. This is a lawsuit filed by a former NML consultant
for $2,600,000. The Company believes the consultant was appropriately compensated
and is contesting this claim.
In management’s opinion, based on its current knowledge and after consultation with
counsel, the ultimate disposition of this action will not have a material adverse effect on
the consolidated financial condition or the consolidated cash flows of the Company.
However, because of the factors listed above and other uncertainties inherent in litigation,
there is a possibility that the ultimate resolution of the legal action may be material to the
Company’s consolidated results of operations for any reporting period.
33
Off-Balance Sheet Arrangements
There are currently no off-balance sheet arrangements that could have an effect on
current or future results or operations or the financial condition of Abaxx.
Subsequent event
On January 10, 2024, the Company announced that its subsidiary company, Abaxx
Singapore has closed its equity private placement (the “Offering”) for gross proceeds of
US$27,323,013. The Offering consisted of the issuance of 953,787 preferred shares (the
“Preferred Shares”) to strategic partners 4,837,392 ordinary shares (the “Ordinary
Shares”) and 3,730,362 Ordinary Share purchase warrants (the “Warrants”). The
investors for Preferred Shares are Abaxx’s first group of globally recognized strategic
participants in the market infrastructure and commodity ecosystems (CBOE III LLC
“Cboe”, TLW Trading LLC “TLW”, Traxys Lithium Investments Limited “Traxys”), while
Abaxx Technologies Inc (through an indirect wholly-owned subsidiary) is the investor for
the Ordinary Shares and Warrants.
The Preferred Shares have been offered solely to strategic partners for US$4.718 per
Preferred Share (the “Purchase Price”). The Preferred Shares will be convertible into
Ordinary Shares of Abaxx Singapore at the holder’s option or upon the occurrence of
specific events, as well as a put right that, upon the occurrence of certain events, will
allow purchasers of Preferred Shares the ability to sell their Preferred Shares back to
Abaxx Singapore at the Purchase Price. In addition, strategic partners will be granted
some limited pre-emptive rights in connection with any future capital raising by Abaxx
Singapore. The holders of the Preferred Shares will also have the right to nominate one
director to serve on the Abaxx Singapore board of directors, subject to regulatory
approval.
In Q1 2024, Abaxx Technologies Corp. (Barbados) (“Abaxx Barbados”), an indirect

wholly-owned subsidiary of the Company, has subscribed for 3,730,362 units (the “Units”)
of Abaxx Singapore at the Purchase Price, with each Unit consisting of one Ordinary
Share and one Warrant exercisable for US$4.718 for a period of 12 months. Abaxx
Singapore has also issued 1,107,030 Ordinary Shares to Abaxx Barbados for settlement
of intercorporate debts at the deemed Purchase Price, for an aggregate total of 4,837,392
Ordinary Shares and 3,730,362 Warrants being issued to Abaxx Barbados in connection
with the Offering. The issuance of securities to Abaxx Barbados and the Preferred Shares
to strategic partners under the Offering will result in Abaxx Barbados owning not less than
88.24% of the voting shares in Abaxx Singapore, assuming all Preferred Shares are
converted into Ordinary Shares, and assuming the exercise of all of the Warrants issued
to Abaxx Barbados.
Net proceeds from the Offering will be used for working and reserve capital purposes.
34
On March 28, 2024, the Company announced it had closed its previously announced
bought-deal financing (the “Offering”). The Company issued 1,437,500 common shares
(the “Common Shares”) on a bought-deal basis at an offering price of $13.00 per Common
Share (the “Offering Price”), which includes 187,500 Common Shares issued pursuant to
the exercise of an over-allotment option, in full, for gross proceeds of $18,687,500.
The Company 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 other corporate purposes as outlined in its prospectus supplement to its base shelf
prospectus dated March 20, 2024, filed in connection with the Offering.
Critical Accounting Estimates

The preparation of the consolidated financial statements requires management to make
certain estimates, judgments, and assumptions that affect the reported amounts of assets
and liabilities at the date of the consolidated financial statements and reported amounts
of expenses during the reporting period. Actual outcomes could differ from these
estimates. The consolidated financial statements include estimates that, by their nature,
are uncertain. The impacts of such estimates are pervasive throughout the consolidated
financial statements and may require accounting adjustments based on future
occurrences.
Revisions to accounting estimates are recognized in the period in which the estimate is
revised and in future periods if the revision affects both current and future periods. The
estimates are based on historical experience, current and future economic conditions,
and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in
a material adjustment to the carrying amounts of assets and liabilities, if actual results
differ from assumptions made, relate to, but are not limited to, the following:
Share-based payments
Management is required to make certain estimates when determining the fair value of
stock options awards, and the number of awards that are expected to vest. These
estimates affect the amount recognized as share-based compensation in the statement
of loss and comprehensive loss, based on estimates of forfeiture and expected lives of
the underlying stock options.
Warrants
Management is required to make certain estimates on all inputs in the Black Scholes
option pricing model when determining the fair value of warrants included in unit
financings.
35
Fair value of financial instruments

The individual fair values attributed to the different components of a financing transaction,
and/or derivative financial instruments, are determined using valuation techniques. The
Company uses judgment to select the methods used to make certain assumptions and in
performing the fair value calculations in order to determine (a) the values attributed to
each component of a transaction at the time of their issuance; (b) the fair value
measurements for certain instruments that require subsequent measurement at fair value
on a recurring basis; and (c) for disclosing the fair value of financial instruments
subsequently carried at amortized cost. These valuation estimates could be significantly
different because of the use of judgment and the inherent uncertainty in estimating the
fair value of these instruments that are not quoted in an active market.
Consolidation
Judgment is applied in assessing whether the Company exercises control and/or has
significant influence over the entities in which the Company directly or indirectly owns an
interest. The Company has control when it has the power over the subsidiary, has
exposure to rights or variable returns and has the ability to use its power to affect the
returns. Significant influence is defined as the power to participate in the financial and
operational decisions of the subsidiaries. Where the Company is determined to have
control, these entities are consolidated. Additionally, judgment is applied in determining
the effective date on which control, or significant influence was obtained.
Investment in associate
The values relating to investment in associate involve significant estimates and

assumptions, including future cash flows and discount rates. It is tested for impairment
annually or more frequently if the circumstances or assumptions change significantly.
Political and Economic Risk

In general, a deterioration may occur in the political or economic situation as related to
the Company as a result of the Russian invasion of the Ukraine, conflict in the Middle
East or an act of war or hostilities, invasion, armed conflict or act of a foreign enemy,
revolution, insurrection, insurgency occurs resulting in a material adverse result directly
or indirectly effecting the company. It is not possible to reliably estimate the length and
severity of these developments and the impact on the financial results and condition of
the Company and its operating subsidiaries in future periods.
36
Capital risk management

The Company manages its capital with the following objectives:
• to ensure sufficient financial flexibility to achieve the ongoing business objectives
including funding of future growth opportunities, and pursuit of accretive acquisitions; and
• to maximize shareholders' return by enhancing the share value.
The Company monitors its capital structure and adjusts according to market conditions in
an effort to meet its objectives given the current outlook of the business and industry in
general.
The Company may manage its capital structure by issuing new shares, repurchasing
outstanding shares, adjusting capital spending, or disposing of assets. Management and
the Board of Directors review the capital structure on an ongoing basis.
The Company considers its capital to be equity, comprising share capital, contributed
surplus, reserves, non-controlling interest, cumulative other comprehensive income, and
deficit, which totaled $42.9 million as of December 31, 2023, (December 31, 2022, $10.8
million).
The Company manages capital through its financial and operational forecasting
processes. It reviews its working capital and forecasts its future cash flows based on
operating expenditures and other investment and financing activities. The company’s
approach to capital risk management did not change during the year ended December
31, 2023, and it is not subject to any externally imposed capital requirements.
Related Party Transactions

The Company considers key management to be officers and directors. During the year
ended December 31, 2023, $345,589 (December 31, 2022, $336,800) of compensation
was incurred from key management and companies controlled by or related to key
management.
Key management and directors received $517,978 and $614,925, respectively, in share-
based compensation during the year ended December 31, 2023 (December 31, 2022,
$364,083 and $312,174, respectively).
During the year that ended December 31, 2023, the Company received a loan of
$750,000 from Base Carbon, an associate entity. See note 6 in the audited financial
statements for transactions with the Company's investment in associates.
During the year ended December 31, 2023, the Company received $1,102,939
(December 31, 2022, $nil) in advance from a shareholder and related party. The loan
balance was repaid during the year.
37
During the year ended December 31, 20233, the Company recharged $453,682
(December 31, 2022, $750,000) for certain expenses to Base Carbon, an associate entity
of the Company (see note 6 in the audited financial statements).
Outstanding Share Capital Data

As of the date of this MD&A, the Company had 32,841,695 common shares issued and
outstanding, 1,668,952 options outstanding, each option exercisable for the purchase of
one common share, 405,820 RSU’s, each exercisable for one common share
outstanding.
Risks and Uncertainties

Due to the nature of the Company’s business and its present stage of development,
prospective investors in the Company’s securities should carefully consider the specific
and general risks involved in an investment in the Company's securities. Risk factors that
could materially affect the Company’s business, results of operations, prospects, and
financial condition include:
Nature of Business; Limited Operating History and Financial Resources; Dividends

Reporting Issuer Risk; Limited Assets; Limited Market for Securities; Risks related to
insurance of Abaxx’s operations; Additional Financing Requirements; Exposure and
Sensitivity to Macro-Economic Conditions; Risks related to regulation by governmental
authorities; insurrection and war; anthropogenic and carbon market related risk,
Operations in Foreign Jurisdictions; COVID-19 Global Pandemic; Protection of Abaxx
Tech Software and IP Portfolio; Global Financing Conditions; Acquisition Risk; Risks
related to volatility of share price, absence of dividends and fluctuation of operating
results; Competition; Growth Risk; Risks related to conflicts of interest; Political
Regulatory Risks; Currency Risk; Contractual Risk; Profitability Risks related to value of
securities; Tax Amendment Risk; Litigation Risks; Going Concern Risk Economic
environment and global economic risk; Market for Securities; Third Party Risk
Clearinghouse Risk; Inadequacy of Risk Management Procedures; Malicious Actor Risk;
Third-party Software License Risk; Competitive Risks for Abaxx Tech; Competitive Risks
for AEX System Failure Risk; Security Threats; Limited Management Experience;
Reliance on Management and Key Personnel; Software Development Risk; Undetected
Error Risk; Risk of Technological Change; Dependence of Technical Infrastructure; Use
and Storage of Personal Information and Compliance with Privacy Laws; Slow
Acceptance of Products; Going Concern Risk;
Additional risks and uncertainties not presently known to the Company or that the
Company does not currently anticipate will be material, may impair the Company’s
business operations and operating results, and as a result could materially impact its
business, prospects and financial condition. Please refer to those risks discussed in the
materials that management from time to time file with, or furnish to, the Canadian
securities regulatory authorities, including the section entitled "Risks and Uncertainties"
in the Company’s most recently filed annual information form, available on SEDAR at
www.sedar.com.
38
Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide reasonable
assurance that information is accumulated and communicated to the Company’s
management, including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. As of December 31,
2023, the Company’s management, with the participation of the Chief Executive Officer
and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and
procedures, as defined under the Canadian securities regulatory authorities, and have
concluded that the Company’s disclosure controls and procedures are effective.
Internal control over financial reporting (ICFR)

The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. These controls include policies and
procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit
the preparation of financial statements in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board and
that receipts and expenditures are being made only in accordance with authorizations
of management and directors of the Company; and
• provide reasonable assurance regarding the prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that could
materially affect the financial statements.
All control systems contain inherent limitations, no matter how well designed. As a result,
the Company’s management acknowledges that its internal control over financial
reporting will not prevent or detect all misstatements due to error or fraud. In addition,
management’s evaluation of controls can provide only reasonable, not absolute,
assurance that all control issues that may result in material misstatements, if any, have
been detected. Our management under the supervision of our CEO and CFO has
evaluated the design of our ICFR based on the Internal Control – Integrated Framework
issued in 2013 by the Committee of Sponsoring Organizations of the Treadway
Commission. As at December 31, 2023, management assessed the design of our ICFR
and concluded that our ICFR is appropriately designed, and no material weaknesses
have been identified.
Changes in internal control over financial reporting

There have been no changes in the Company’s internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting during the year ended December 31, 2023.
39
Additional Information
Additional information relating to the Company, including the Company’s annual
information form, can be found on SEDAR at www.sedar.com.
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ABXX 2024 04 02 Annual Mda English 0ce7

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ABXX 2024 04 02 Annual Mda English 0ce7

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ABAXX TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION & ANALYSIS

Certain statements in this MD&A constitute forward-looking statements or forward-looking

Abaxx Technologies Inc. (“Abaxx” or the “Company”) is a company incorporated under

Caution Regarding Forward-Looking Statements

Forward-looking statements are typically identified by words such as “expect”,

Mission and Strategy

Abaxx Exchange and Abaxx Clearing are a Singapore-based commodity futures

• multi-cloud storage of financial data using encrypted content-addressing

• ssdID-enabled electronic document and smart contract signing; and

• digital-contract custody and other financial workflow management applications.

On September 7, 2020, Abaxx received Approval in Principle of its RMO application,

Key Events of 2023 and Q1 2024

• Abaxx Clearing: This clearing, settlement, risk management, and post-trade

• Abaxx Infrastructure: A cloud-native architecture supporting scalable, high-

• Concluded public consultation on Exchange and Clearing House rules; ongoing

On September 28, 2023, Abaxx Technologies provided a Corporate Update summarizing

On December 7, 2023, Abaxx Technologies announced that the Monetary Authority of

On February 1, 2024, Abaxx Technologies released a Corporate Update highlighting the

It also provided an overview of Abaxx’s initial product suite of first-of-their-kind, physically-

See below for more details on the Company’s performance.

Selected Annual Information

Year ended Year ended Year ended

b. Loss From Continuing Operations

f. Dividend and return of capital

g. Basic and Diluted Loss per Share

Summary of Quarterly Results

b. Net (Profit) Loss Before Tax

c. Basic and Diluted Loss per Share

Consolidated Financial Results

Salaries and wages

Travel, marketing, and promotion

General and administrative

Gain on fair value of short-term investments

Gain (loss) on investments at fair value

Fair value gain (loss) on note receivables

Profit (loss) on investment under equity method

Liquidity and Financial Position

December 31, December 31, $ %

Cash Flow Summary

Net cash provided by (used in)

Commitments and Contractual Obligations

Transfer of Intellectual Property and License Agreement

• An amount equal to 20% of revenues on the first USD$2,000,000

In Q1 2024, Abaxx Technologies Corp. (Barbados) (“Abaxx Barbados”), an indirect

Critical Accounting Estimates

Fair value of financial instruments

The values relating to investment in associate involve significant estimates and

Political and Economic Risk

Capital risk management

Related Party Transactions

Outstanding Share Capital Data

Risks and Uncertainties

Nature of Business; Limited Operating History and Financial Resources; Dividends

Disclosure Controls and Procedures

Internal control over financial reporting (ICFR)

Changes in internal control over financial reporting

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