Abaxx Technologies Inc. — Capital/Financing Update 2021

Nov 4, 2021

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States of America or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons. See "Plan of Distribution".

Information contained herein is subject to completion or amendment. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from legal counsel of Abaxx Technologies Inc. at Suite 902, 18 King Street East, Toronto, ON, M5C 1C4 (Telephone 647-259-1790), and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue NOVEMBER 4, 2021

ABAXX TECHNOLOGIES INC.

\$50,000,000

Common Shares Warrants Subscription Receipts Units Debt Securities Share Purchase Contracts

This short form base shelf prospectus relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Abaxx Technologies Inc. (the "Company", "Abaxx", "we" or "our") listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to \$50,000,000. The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.

In addition, the securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company. The consideration for any such acquisition may consist of any of the securities separately, a combination of securities or any combination of, among other things, securities, cash and the assumption of liabilities.

The common shares of the Company ("Common Shares") are listed for trading on the Aequitas Neo Exchange (the "NEO") under the trading symbol "ABXX" and the QTCQB Venture Market under the symbol "ABXXF". On March 17, 2021, being the last complete trading day prior to the date hereof, the closing price of the Common Shares on the NEO was C\$3.44.

Unless otherwise specified in an applicable prospectus supplement, debt securities, subscription receipts, units, warrants and share purchase contracts will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which the Company's securities, other than the Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this short form prospectus. This may affect the pricing of the Company's securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of the Company's securities and the extent of issuer regulation. See "Risk Factors".

Acquiring the Company's securities may subject you to tax consequences in Canada. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. You should read the tax discussion in any applicable prospectussupplement with respect to any particular offering and consult your own tax advisor with respect to your own particular circumstances.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

This prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the securities in such jurisdiction. All applicable information permitted under securities legislation to be omitted from this prospectus that has been so omitted will be contained in one or more prospectussupplementsthat will, except in respect of any sales pursuant to an "at-the-market" distribution as contemplated by National Instrument 44-102 – Shelf Distributions ("NI 44-102"), be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement pertains. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any securities issued pursuant to this prospectus. The Company's securities may be sold pursuant to this prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us.

The sale of Common Shares may be affected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be an "at-the-market" distributions as contemplated by 44-102 and as permitted by applicable law, including sales made directly on the NEO or other existing trading markets for the Securities, and as set forth in a prospectus supplement for such purpose. See "Plan of Distribution".

A prospectus supplement will set out the names of any underwriters, dealers or agents involved in the sale of the Company's securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds we expect to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold and the compensation of such underwriters, dealers or agents.

Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. You should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading "Cautionary Note Regarding Forward-Looking Statements" and consider such risks and information in connection with an investment in the securities. See "Risk Factors".

The specific terms of the securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the offering price, the designation, number and terms of the Common Shares or debt securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iii) in the case of subscription receipts, the number of subscription receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for Common Shares, debt securities or warrants, as the case may be, and any other specific terms; (iv) in the case of debt securities, the specific designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt securities are secured, affiliate-guaranteed, senior or subordinated and any other terms specific to the debt securities being offered; (v) in the case of units, the designation, number and terms of the Common Shares, warrants, subscription receipts, share purchase contracts or debt securities comprising the units; and (vi) in the case of share purchase contracts, whether the share purchase contracts obligate the holder to purchase or sell or both purchase and sell Common Shares, whether the share purchase contracts are to be prepaid or not or paid in instalments, any conditions upon which the purchase or sale will be contingent and the consequencesif such conditions are notsatisfied, whether the share purchase contracts are to be settled by delivery, any provisions relating to the settlement of the share purchase contracts, the date or dates on which the sale or purchase must be made, whether the share purchase contracts will be issued in fully registered or global form and the material income tax consequences of owning, holding and disposing of the share purchase contracts. Where required by statute, regulation or policy, and where securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the securities will be included in the prospectus supplement describing the securities.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. Some of the Company's subsidiaries, namely Abaxx Technologies Corp., Abaxx Singapore Pte. Ltd., Abaxx Exchange Pte. Ltd., and Abaxx Clearing Pte. Ltd. are incorporated under laws of foreign jurisdictions and some of the Company's directors, namely: Thom McMahon and Catherine Flax-Kosecki, reside outside of Canada and have appointed the Company at its registered office set forth below as their agent for service of process in Canada.

The head office of the Company is 18 King St. E, Suite 902, Toronto, Ontario M5C 1C4 and the registered office of the Company is 1250, 639 – 5th Avenue S.W., Calgary, AB T2P 0M9.

Investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide investors with different information. Information contained on the Company's website shall not be deemed to be a part of this prospectus (including any applicable prospectus supplement) or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. We will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus, the date of any applicable prospectus supplement or the date of any documents incorporated by reference herein.

ABOUT THIS PROSPECTUS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
DOCUMENTS INCORPORATED BY REFERENCE	7
THE COMPANY	9
RISK FACTORS 21
USE OF PROCEEDS 37
CONSOLIDATED CAPITALIZATION 40
PRIOR SALES 42
TRADING PRICE AND VOLUME 42
EARNINGS COVERAGE 42
DESCRIPTION OF SHARE CAPITAL 42
DESCRIPTION OF DEBT SECURITIES 43
DESCRIPTION OF WARRANTS48
DESCRIPTION OF UNITS 50
DESCRIPTION OF SUBSCRIPTION RECEIPTS50
DESCRIPTION OF SHARE PURCHASE CONTRACTS52
PLAN OF DISTRIBUTION54
PROMOTERS 55
CERTAIN INCOME TAX CONSIDERATIONS55
LEGAL MATTERS 55
AUDITORS, TRANSFER AGENT AND REGISTRAR55
AGENT FOR SERVICE OF PROCESS 55
EXEMPTIVE RELIEF FROM NATIONAL INSTRUMENT 44-10155
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION56
CERTIFICATE OF THE COMPANY	1
CERTIFICATE OF THE PROMOTER	2

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy the securities offered pursuant to this prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of such document and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or of any sale of the Company's securities pursuant thereto. The Company's business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this prospectus and any applicable prospectus supplement, and the documentsincorporated by reference in this prospectus and any applicable prospectussupplement, were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

In this prospectus and any prospectus supplement, unless otherwise indicated, all dollar amounts and references to "US\$" are to U.S. dollars and references to "C\$" or "\$" are to Canadian dollars. This prospectus and the documents incorporated by reference contain translations of certain US dollar amounts into Canadian dollars solely for your convenience. See "Currency Presentation and Exchange Rate Information".

In this prospectus and in any prospectus supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Abaxx" or the "Company", refer to Abaxx Technologies Inc. together, where context requires, with its subsidiaries and affiliates.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and other information contained in this prospectus constitute forward-looking information under Canadian Securities Laws (collectively "forward-looking statements"). Such forward-looking statements include, but are not limited to:

• the Company's intended use of net proceeds from the sale of its securities;
• the performance of the Company's business and operations;
• the introduction and continued offering of services and product features;
• the market for the Company's products and services and competitive conditions;
• the number of securities the Company intends to issue;
• the future pricing for services and solutions in the businesses of the Company and its subsidiaries;
• the liquidity and market price of the Common Shares;
• the Company's expectations regarding the sufficiency of its capital resources and requirements for additional capital;
• litigation risks;
• currency fluctuations;
• risks related to debt securities being secured;
• risks related to the decrease of the market price of the Common Shares if the Company's shareholders sell substantial amounts of Common Shares;
• risks related to future sales or issuances of equity securities diluting voting power and reducing future

earnings per share;

• the absence of a market through which the Company's securities, other than Common Shares, may be sold;
• changes to governmental laws and regulations; and
• effects of the novel coronavirus ("COVID-19") pandemic.

These forward-looking statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "future", "continue" or similar expressions or the negatives thereof.

By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this prospectus should not be unduly relied upon. These statements speak only as of the date of this prospectus.

The forward-looking statements in this document are based on what the Company currently believes are reasonable assumptions, including the material assumptions set out in the management discussion and analysis and press releases of the Company (such documents are available under the Company's SEDAR profile at www.sedar.com). Other material factors or assumptions that were applied in formulating the forward-looking statements contained herein include or relate to the following:

• cash flow from the Company's operations;
• the business, political and economic conditions affecting the Company's operations in their current state, including, general levels of economic activity, regulations, taxes and interest rates;
• the Company's ability to successfully acquire and maintain required regulatory licenses and qualifications;
• consumer interest in the Company's business and operations;
• the performance of the Company's business and operations;
• the intention to grow the Company's business and operations;
• the introduction and continued offering of services and competitive conditions;
• the Company's pricing and revenue models;
• the Company's future liquidity and financial capacity;
• the treatment of the Company and its subsidiaries under government regulatory and taxation regimes;
• the Company's intellectual property;
• the Company's ability to operate in certain markets;
• the Company's ability to maintain good business relationships;
• the Company's ability to manage and integrate acquisitions;
• the Company's ability to identify, hire and retain key personnel;
• the Company's ability to raise sufficient debt or equity financing to support the Company's continued growth;

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Some of the risks that could cause outcomes and results to differ materially from those expressed in the forward-looking statements include:

• Political and regulatory risks.
• Permits and licences.
• Global financial conditions.
• Tax consequences.
• Environmental regulations.
• Environmental liability.
• Risks related to insurance.
• Limited operating history.
• Management of growth.
• Additional funding requirements and dilution.
• Loss of key employees & contractors.
• Pandemics and COVID-19.
• Conflicts of interest.
• Liquid market for securities.
• Dividends.
• Interest rate risk.
• Currency exchange risk.
• Discretion over use of proceeds.
• Absence of a public market for certain of the securities.
• Unsecured debt securities.
• Effect of changes in interest rates on debt securities.
• Effect of fluctuations in foreign currency markets on debt securities.
• Trading price of Common Shares and volatility.

Additional information on these and other factors is discussed under the heading "RISK FACTORS" in this prospectus and in the documents incorporated by reference herein including in the 2020 MD&A (as defined herein) under the heading "Risks and Uncertainties" and in the 2020 AIF (as defined herein) under the heading "Risk Factors", as may be modified or superseded by other subsequently filed documents that are also incorporated or deemed to be incorporated by reference in this prospectus.

The forward-looking statements contained in this prospectus are expressly qualified by this cautionary statement. Except as required by law, the Company does not undertake any obligation to publicly update or revise any forwardlooking statements.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the legal counsel of Abaxx at 18 King Street East, Suite 902, Toronto, Ontario, M5C 1C4 (Telephone 647-259-1790) or by accessing the disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR"), at www.sedar.com.

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this short form base shelf prospectus:

• the Company's annual information form for the year ended December 31, 2020, dated as at March 31, 2021 (the "2020 AIF");
• the Company's audited consolidated financial statements for the years ended December 31, 2020 and 2019, the notes thereto, and the independent auditor's report thereon;
• the Company's annual management's discussion and analysis for the year ended December 31, 2020, dated as at March 31 (the "2020 MD&A");
• the Company's unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2021, and 2020;
• the Company's management's discussion and analysis for the three and six months ended June 30, 2021, and 2020 (the "Interim MD&A");
• the material change report dated May 14, 2021 relating to the approval for listing on the Aequitas NEO Exchange;
• the material change report dated June 3, 2021 relating to additions to management and market structure advisory teams;
• the material change report dated June 30, 2021 relating to Q2 business milestones and regulatory applications in preparation for the launch of the Abaxx Exchange;
• the notice of meeting and management information circular dated July 16, 2021 with respect to the annual general and special meeting of Company's shareholders ("Shareholders") held on August 25, 2021;
• the material change report dated August 23, 2021 relating to the appointment of CFO and independent Board director;
• the material change report dated August 25, 2021 relating to the receipt of the approval in principle from the Monetary Authority of Singapore;
• the material change report dated August 27, 2021 relating to the voting results for the annual general and special meeting of Shareholders held on August 25, 2021; and
• the material change report dated September 8, 2021 relating to the closing of the Base Carbon financing.

Any documents of the type described in Section 11.1 of Form 44-101F1 Short Form Prospectuses filed by the Company with a securities commission or similar authority in any province or territory of Canada subsequent to the date of this short form base shelf prospectus and prior to the expiry of this prospectus, or the completion of the issuance of securities pursuant hereto, will be deemed to be incorporated by reference into this prospectus.

A prospectus supplement containing the specific terms of any offering of the Company's securities will be delivered to purchasers of the Company's securities together with this prospectus and will be deemed to be incorporated by reference in this prospectus as of the date of the prospectus supplement and only for the purposes of the offering of the Company's securities to which that prospectus supplement pertains.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, in any prospectus supplement hereto or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or

superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Upon the Company's filing of a new annual information form and the related annual financial statements and management's discussion and analysis with applicable securities regulatory authorities during the currency of this prospectus, the previous annual information form, the previous annual financial statements and management's discussion and analysis and all interim financial statements, material change reports and information circulars filed prior to the commencement of the Company's financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of the Company's securities under this prospectus. Upon interim consolidated financial statements and the accompanying management's discussion and analysis being filed by us with the applicable securities regulatory authorities during the duration of this prospectus, all interim consolidated financial statements and the accompanying management's discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of securities under this prospectus. Upon a new annual information form being filed by us with the applicable securities regulatory authorities during the term of this prospectus for which the related annual comparative consolidated financial statements include at least nine months of financial results of an acquired business for which a business acquisition report was filed by us and incorporated by reference into this prospectus, such business acquisition report shall no longer be deemed to be incorporated into this prospectus for the purpose of future offers and sales of the securities hereunder.

References to the Company's website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

	Three months ended	Three months ended	Year ended	Year ended
	June 30, 2021	March 31, 2021	December 31, 2020	December 31, 2019
		(expressed in Canadian dollars)
High	1.2617	1.2828	1.4496	1.3600
Low	1.2040	1.2455	1.2718	1.2988
Average	1.2286	1.2660	1.3415	1.3269
Closing	1.2394	1.2575	1.2732	1.2988

The high, low, average and closing ratesfor the US dollar in terms of Canadian dollarsfor each of the financial periods indicated below, as quoted by the Bank of Canada, were as follows:

On September 17, 2021, the daily exchange rate for the US dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US\$1.00 = C\$1.2721.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this prospectus. This description does not contain all of the information about us and our businessthat you should consider before investing in any securities. You should carefully read the entire prospectus and the applicable prospectus supplement, including the section entitled "Risk Factors", as well as the documents incorporated by reference into this prospectus and the applicable prospectus supplement, before making an investment decision.

Name, Address and Incorporation

Abaxx Technologies Inc., formerly New Millennium Iron Corp., is a company incorporated under the Alberta Business Corporations Act. New Millennium Iron Corp. was subject to a reverse take-over by way of arrangement pursuant to the CBCA on December 14, 2020 and was renamed to Abaxx Technologies Inc. following the arrangement.

The Company's corporate headquarters are located at 18 King Street East, Suite 902, Toronto, Ontario, M5C 1C4 and its registered office is located at 855- 2 nd Street S.W., Suite 3500, Bankers Hall East Tower, Calgary, Alberta, T2P 4J8.

The Common Shares are listed for trading on the Aequitas NEO Exchange (the "NEO") under the trading symbol "ABXX" and on the QTCQB Venture Market under the symbol "ABXXF".

Subsidiaries

The Company's operations are conducted through the following primary subsidiaries:

• Abaxx Technologies Holdco Inc. is a wholly-owned subsidiary of the Company. Abaxx Technologies Holdco Inc. was incorporated under the Canada Business Corporations Act on January 25, 2018 under its original name Abaxx Technologies Inc. Abaxx Technologies Inc. was subject to the Abaxx arrangement by way of arrangement on December 14, 2020. As a result of the arrangement, Abaxx Technologies Inc. was renamed to Abaxx Technologies Holdco Inc.;
• Abaxx Technologies Corp. is a wholly-owned subsidiary of Abaxx Technologies Holdco Inc. and majority shareholder of Abaxx Singapore Pte. Ltd., incorporated under the laws of Barbados, of the Company and owns the Company's software portfolio;
• Abaxx Singapore Pte. Ltd. is a subsidiary, incorporated under the laws of Singapore, of the Company and acts as a holding company with two operating exchange subsidiaries Abaxx Exchange Pte. Ltd. and Abaxx Clearing Pte. Ltd.;
• Abaxx Exchange Pte. Ltd. is a commodity exchange and wholly-owned subsidiary, incorporated under the laws of Singapore, of Abaxx Singapore Pte. Ltd.; and
• Abaxx Clearing Pte. Ltd. is a clearing house that settles matched trades and wholly-owned subsidiary, incorporated under the laws of Singapore, of Abaxx Singapore Pte. Ltd.

The following organization chart outlines the corporate structure of the Company:

The Company has provided an undertaking to Canadian Securities regulators that:

• (i) in complying with its reporting issuer obligations, the Company will treat each of its operating entities (within the meaning of National Policy 41-201 – Income Trusts and Other Indirect Offerings) as a subsidiary of the Company; however, if the generally accepted accounting principles used by the Company prohibit the consolidation of financial information of the operating entity and the Company, then for as long as the operating entity (including any of its significant business interests) represents a significant asset of the Company, the Company will provide its shareholders with separate audited annual financial statements and interim financial reports, prepared in accordance with the same generally accepted accounting principles as the Company's financial statements, and related management's discussion and analysis, prepared in accordance with National Instrument 51- 102 – Continuous Disclosure Obligations or its successor, for the operating entity (including information about any of its significant business interests); and
• (ii) the Company will annually certify that it has complied with this undertaking and file the certificate on SEDAR concurrently with the filing of its annual financial statements.

Summary Description of the Business

The Company is a financial technology business developing software tools which enable commodity traders and finance professionals to communicate, trade and transact faster and more securely. The Company's current operations consist of the following:

• software technology development consisting of new internet communication protocols and proprietary financial software architecture for sales in global commodity trading market;
• operation of an exchange and clearing house for commodity trading utilizing the Company's software technology; and
• non-core investments in technology enterprises which potentially provide synergies to the Company's software development businesses.

The Company develops its software in-house and through sub-contractors as proprietary technology to facilitate the operation of its exchange and clearing businesses, and for eventual sale to third parties in the future. At this time, the Company remains focused on launching the exchange and clearing business using its software technology and no revenue has been generated through the licensing of the Company's software technology to third parties.

As the Company evolves, in addition to its current focus on technology, trading and clearing for liquified natural gas benchmark contracts, the Company plans to consider applications of its technology for trading in precious metals and battery metals markets. In addition, the Company will pursue new initiatives for Environmental, Social, and Governance ("ESG") related markets and data, including the trading of carbon and other emission credits. and a new market structure vision for precious metals and emerging ESG certified-commodity markets.

The Company is also the owner of the LabMag and KeMag iron ore assets, which are assets owned New Millenium Iron Corp. and continue to be held by Abaxx subsequent to the reverse take-over of New Millennium Iron Corp. The Company is not undertaking any iron ore development due to the Company's technology focus plan. Although the Company does not believe that the LabMag and KeMag iron ore assets have material value at the present time, during the quarter ended June 30, 2021, the Company developed an understanding that the market for "green" commodities may evolve to include certain types of iron ore deposits which could result in an 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 the 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 or joint venture the iron ore assets. The ability of the Company to monetize the iron ore assets on terms which 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 the present time, and it is not possible to determine the outcome or value which 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.

In describing the business of the Company is this short form base shelf prospectus:

"Abaxx" means Abaxx Technologies Inc.;

"Abaxx Tech" or "Abaxx Barbados" means Abaxx Technologies Corp., a corporation incorporated under the laws of Barbados and a wholly-owned subsidiary of Abaxx;

"ABCA" means the Alberta Business Corporations Act, or its successor legislation and the regulations made thereunder;

"ACH" means approved clearinghouse;

"ACX", or "Abaxx Exchange and Clearing" means Abaxx Singapore Pte. Ltd., a Singapore incorporated holding company with two operating exchange subsidiaries Abaxx Exchange Pte. Ltd. and Abaxx Clearing Pte. Ltd.;

"AIF" means the Company's annual information form for the financial year ended December 31, 2020;

"Board" means the board of directors of the Company;

"CBCA" means the Canada Business Corporations Act, or its successor legislation and the regulations made thereunder;

"Common Share" means a common share of the Company;

"Company" means Abaxx Technologies Inc. (formerly New Millennium Iron Corp.) (Aequitas NEO Exchange: ABXX);

"ESG" means Environmental, Social and Governance;

"Escrow Agent" means Computershare Trust Company of Canada, 100 University Ave., Toronto, Ontario M5J 2Y1;

"LNG" means liquified natural gas;

"MAS" means Monetary Authority of Singapore;

"NEO" means the Aequitas NEO Exchange;

"New Millennium" means New Millennium Iron Corp.; and

"Shareholder" means a holder of Common Shares.

Revenue Model

The Company intends to generate revenue based on operations undertaken by Abaxx Technologies Corp. in the following manner:

• sales revenue for Abaxx Technologies Corp. from sales of per-user software application licenses to the global commodity trading sector under software as a service user licensing;
• royalty revenue for Abaxx Technologies Corp. from the ACX Royalty and the ACX MLA Royalty discussed below based on (i) user revenues earned by the exchange and clearing house businesses, and (ii) licensing revenue earned by the exchange and clearinghouse businesses upon sub-licensing the software platform and tools to other third-party exchanges;
• royalty revenue for Abaxx Technologies Corp. from the Base Carbon Royalty discussed below; and
• fee revenue for the subsidiary exchange and clearing house businesses based on industry standard rates consisting of flat fees per commodity (LNG) contract traded.

The Company's current material royalty agreements consist of the ACX Royalty and the ACX MLA Royalty, pursuant to which Abaxx Technologies Corp. will receive royalties based on the revenue generated by Abaxx Singapore Pte. Ltd., and the Base Carbon Royalty pursuant to which Abaxx Technologies Corp. will receive royalties based on the revenue generated by Base Carbon Corp., as described in the table below:

Royalty	Date	Grantor	Grantee	Terms
ACX Royalty	Feb 1, 2019 (as amended on Dec 14, 2020)	Abaxx Singapore Pte. Ltd.	Abaxx Technologies Corp. (Barbados)	3% of gross revenue of Abaxx Singapore Pte. Ltd. for an indefinite term.
ACX MLA Royalty	May 15, 2019	Abaxx Singapore Pte. Ltd.	Abaxx Technologies Corp. (Barbados)	Royalty on revenues that Abaxx Singapore Pte. Ltd. earns from software sub-licensing equal to 20% of gross revenues up to US\$2,000,000, 10% of gross revenues in excess of US\$2,000,000 and up to US\$5,000,000 and 5% of gross revenues in excess of US\$5,000,000.
Base Carbon Royalty	September 07, 2021	Base Carbon Corp.	Abaxx Technologies Corp. (Barbados)	2.5% of gross revenue of Base Carbon Corp. for an indefinite term. Base Carbon has the right to buy back the royalty upon the payment of US\$150,000,000 to Abaxx Technology Corp.

The ACX Royalty provides that Abaxx Singapore Pte. Ltd. would pay a 2% royalty on gross revenue for previous financial assistance and the usage of software it developed. The royalty is indefinite in term and the Company has the right to increase the royalty to three percent (3%) of gross revenues upon the payment of US\$10,000,000 to Abaxx Singapore Pte. Ltd. within five years from date thereof.

The ACX MLA Royalty provides Abaxx Singapore Pte. Ltd. an exclusive right and license to market and sub-license exchange and clearing related software developed by the Company to third parties within a specific territory in return for a royalty to the Company. In addition to receiving the licensed software, Abaxx Singapore Pte. Ltd. also receives the right to receive support services from the Company.

Further information concerning these royalties is provided in the 2020 AIF.

The Base Carbon Royalty provides that Base Carbon Corp. would pay 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 Corp. has the right to buy back the royalty upon the payment of US\$150,000,000 to Abaxx Technologies Crop. (Barbados).

Regulatory Framework in Singapore

The Company has submitted dual applications in respect of a recognised market operator ("RMO") and approved clearing house ("ACH") to the Monetary Authority of Singapore ("MAS") for Abaxx Exchange Pte. Ltd. ("Abaxx Exchange") and Abaxx Clearing Pte. Ltd. ("Abaxx Clearing"), respectively. Abaxx Singapore Pte. Ltd., is also being reviewed by MAS to be an approved holding company, required for any holding company of an ACH.

The RMO and the ACH are two separate licensing processes, with the RMO relating to the exchange and the ACH relating to the clearing house. For each license, applications are made, MAS processes the application and issues the conditions for approval, otherwise known as an approval in principle ("AIP"), and the license is issued upon satisfaction of these conditions. Abaxx Exchange cannot undertake business unless it is a RMO, and a RMO requires an ACH to settle trades.

With respect to the RMO application, the Company completed all MAS comments and MAS issued the AIP in September 2020. Since then, a condition being MAS' review of the indirect shareholders resulting from the proposed 'reverse-takeover' with New Millennium Iron Corp. and listing on the NEO Exchange has been completed. The remaining conditions are the following: (i) satisfaction of the requisite financial resource requirements (currently, a minimum non-redeemable base capitalization of SGD\$600,000); (ii) submission of a completed product checklist; and, (iii) provision of other formalities required by MAS (such as signing up for an MAS online account and submission of a letter confirming that the required formalities have been completed). MAS will provide the RMO licence to Abaxx Exchange upon completion of the final three conditions. It is expected that the licence for the RMO will be provided by MAS within six months.

With respect to the ACH application, the Company has substantially completed all MAS comments on the Clearing Rulebook and Clearing Procedures. The reviews of Abaxx Clearing's risk management framework (including its technology risk management) have also been substantially completed by MAS. The Company does not view the remaining steps as significant. COVID-19 has caused a delay in the MAS procedures and operations, and as such the AIP for the Company's ACH application was only received on August 25, 2021. This delay in receiving the AIP in turn has delayed the onboarding of new members, since the AIP is necessary for onboarding. The ongoing onboarding efforts are further delayed by the current busy and volatile energy trading conditions. It is expected that the ACH license will be provided by the MAS upon completion of the remaining conditions regarding (i) final staffing recruitment and engagement, (ii) finalization and implementation of clearing rules/procedures and risk management framework, controls and policies, and (iii) completion of testing of technical support and monitoring systems. Due to the aforementioned COVID-related delays in obtaining an AIP, the remaining conditions are tentatively expected to be completed by March 31, 2022 instead of the September 2021 target communicated in the Company's May 2021 prospectus.

The capitalization requirement for Abaxx Exchange is the minimum non-redeemable base capitalization of SGD\$600,000 in the form of liquid instruments, an amount which was agreed between Abaxx Exchange and MAS.

The capitalization requirements for Abaxx Clearing comprise minimum capital requirements as collateral to meet performance bond and guaranty fund requirements in the event of counterparty failure by a clearing firm member. To become a clearing house member, a firm must meet these minimum capital requirements and must maintain collateral deposits to meet performance bond and guaranty fund requirements. Abaxx Clearing is required to guarantee transactions submitted by clearing firms with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional customers. Capital requirements for an ACH are liquid instruments in the amount of (i) a SGD\$10,000,000 minimum base capital requirement which must be maintained on a continuous basis subject to increase equal to share capital and retained earnings in excess of SGD\$10,000,000, and (ii) an additional base capital requirement as a contribution to a clearing fund. The clearing fund consists of contributions from individual clearing house members in accordance with MAS guidelines to be determined upon commencement of trading. The clearing house contribution is equal to 25% of the amount contributed by clearing house members. Based upon applicable MAS regulations, Abaxx Clearing requires a minimum clearing fund contribution of USD\$250,000 from each clearing house member. At initial launch and in the medium term, it is not anticipated that the risk-based clearing fund calculation will result in a scenario that clearing house members would be required to contribute more than the minimum clearing fund contribution amount. As Abaxx Clearing anticipates accepting five (5) clearing house members in the initial phase of operation, the contributed capital to the clearing fund would be USD\$312,500 (25% of 5 clearing house members x \$250,000). Based on this budgeting and available working capital, Abaxx Clearing will have sufficient funding to make the prescribed contribution to the clearing fund. This contribution to the clearing fund is required at the time of launch and no additional contribution is expected to be required. A variety of collateral may satisfy the liquid instrument requirements, including cash, regulated money market mutual funds, sovereign treasury securities, sovereign government agency securities, letters of credit, gold, equities, and foreign sovereign debt, which are subject to established discounts based on the type of collateral and maturity. The base collateral is held by Abaxx Exchange and Abaxx Clearing and proof of holdings is demonstrated through financial statements and regular reporting to MAS with necessary support and verification. The clearing fund for an ACH consists of liquid instruments on deposit with a financial institution under the direction of MAS to cover counterparty failure. For instance, if a clearing firm member is not able to settle a trade, the MAS would make a payout from the clearing fund. If liquid instruments in the clearing fund are insufficient, the ACH would be required to satisfy the shortfall from its base capitalization.

Once final approval is obtained for the RMO and ACH licenses, Abaxx Exchange may commence trading. Futures contracts for commodities, securities, and other types of securities type products may be traded under the RMO license with MAS approval. At this time, Abaxx is seeking MAS approval to trade LNG gas contracts only, given the substantial energy trading sector in Singapore. The ACH acts as a central counterparty for the LNG contracts. Abaxx Exchange will not be an intermediary in contracts between third parties to buy/sell liquefied natural gas or other commodities. Abaxx Clearing does not guarantee delivery or financial performance of the LNG contracts.

Once the final approval is obtained the RMO can trade with institutional customers, it can clear through a third-party licensed clearing organization or await the ACH license to be granted, which is intended course of action. Abaxx Exchange will only be able to operate within Singapore where it is licensed. Abaxx Exchange will not be licensed to trade outside of Singapore and would require a license or an exemption to operate in the foreign jurisdiction. The RMO earns trading fees from the market participants and ACH earns transaction support fees by providing clearing services.

Upon final approval is obtained for the RMO and ACH licenses, the Company will disclose further information about the applicable regulations as well as any applicable terms of the licenses.

Regulatory Framework in Canada

Abaxx Exchange and Abaxx Clearing have no intention or future plan to undertake operations in Canada. Abaxx Exchange and Abaxx Clearing will not allow Canadian participants direct access to its platforms to be operated in Singapore through Abaxx Exchange or Abaxx Clearing. In the event that Abaxx Exchange or Abaxx Clearing determine to undertake operations in Canada or undertake operations that otherwise require regulation in Canada, these businesses would have to comply with the regulatory framework in Canada. Specifically, Abaxx Exchange may need to obtain recognition or registration as an exchange, marketplace and/or dealer, or an exemption from these requirements, before it may commence trading futures contracts for commodities, securities, and other types of securities or products with institutional investors in Canada. Abaxx Clearing may also be required to obtain recognition or exemption from the applicable clearing agency requirements before becoming operational. Obtaining such registrations or exemptions for Abaxx Exchange or Abaxx Clearing would require compliance with the requirements for each province in which it seeks to conduct business and is not assured.

Regulatory Framework in Other Jurisdictions

Abaxx Exchange is currently evaluating access requirements and preparing requisite filings in secondary jurisdictions including Switzerland, UK and US. In the event that Abaxx Exchange determines it advantageous to undertake operations or undertake operations that otherwise require regulation in these jurisdictions, the Abaxx Exchange would have to comply with the local regulatory framework. Specifically, Abaxx Exchange may need to obtain recognition or registration as an exchange, marketplace and/or dealer, or an exemption from these requirements, before it may commence trading futures contracts for commodities, securities, and other types of securities or products with institutional investors in secondary jurisdictions. Abaxx Clearing may also be required to obtain recognition or exemption from the applicable clearing agency requirements before becoming operational. Obtaining such registrations or exemptions for Abaxx Exchange or Abaxx Clearing would require compliance with the requirements for each jurisdiction in which it seeks to conduct business, and this is not assured.

Abaxx Exchange Marketing Strategy

The primary business of Abaxx Exchange is the provision of integrated exchange and clearing services to institutional energy market participants, exclusively in the liquefied natural gas sector. As the markets mature, the customer base should include commercial energy market participants (producers, consumers, transporters, and traders trading through registered dealers) as well as financial intermediaries (market makers and funds trading through registered dealers) that add value in the form of liquidity in return for the chance to trade/invest in the underlying commodity. Demand for the services and products offered by Abaxx Exchange at launch will likely be limited to institutions located in Singapore, Geneva, London, New York and Houston who are licensed to trade on a Singapore exchange. The Abaxx Exchange business model is not unique and there are other established clearing/exchange platforms for LNG contracts in Singapore, for instance, CME Group Inc. ("CME") and Intercontinental Exchange Inc. ("ICE").

As to the specific marketing initiatives, Abaxx Exchange will solicit prospective customers directly and indirectly through marketing efforts and in coordination with its prospective exchange and clearing house members. Customers will engage with Abaxx Exchange through accounts that each customer maintains with a clearing house member. Such customers are recruited either directly when the prospective customer becomes a clearing house member and utilizes the services offered by the exchange and clearing house operated by Abaxx Exchange, or indirectly as a customer of an Abaxx clearing house member. Abaxx Exchange is unaware of any platform offering LNG futures contracts from a Singapore based entity. Prospective customers in Singapore and elsewhere may be capable of trading LNG futures contracts offered by ICE or the CME in other jurisdictions. Abaxx Exchange does not consider other LNG futures contracts provided to the market today to be comparable or necessarily competitive with Abaxx Exchange's prospective futures contracts which are designed to be used specifically to hedge cargos of LNG in the regions most relevant to world trade. Abaxx Exchange has determined that there is demand for the LNG contracts it proposes to offer.

Operations in an Emerging Market Jurisdiction

Guidance from Canadian securities regulators provides that issuers operating in markets deemed "emerging markets" include additional disclosure with respect to operations in such markets. The Company has material operating subsidiaries located in Singapore. Although Singapore is considered to be a relatively stable jurisdiction for business, it is possible that operating in Singapore may expose the Company to a certain degree of political, economic and other risks and uncertainties. For these reasons, the following disclosure is in included in contemplation of the guidance in Staff Notice 51-720 - Issuer Guide for Companies Operating in Emerging Markets of the Ontario Securities Commission.

The establishment and development of Abaxx Exchange Pte. Ltd. and Abaxx Clearing Pte. Ltd. in Singapore adds an additional regulatory framework to which the Company operates and is supplementary to the existing regulatory framework existing in Canada. The Company's operations are regulated at a significantly higher level than non-market regulatory businesses and this creates potential risk in the form of significantly higher costs associated with compliance and operations as well as standards or requirements that other businesses do not have to meet.

The dual regulatory framework that the Company will have to operate under when operations in Singapore are active, creates layers of structure that are governed by local regulatory environments that differ and will create additional risks and costs to monitor for the management of the Company. Each jurisdiction will require greater internal controls and adherence to a regulatory framework that creates challenges in relation to decisions making, communication, and compliance. The Company has enlisted internal risk managers and policies as well as experienced management to help facilitate adherence to regulatory requirements in order to meet this challenge.

The Issuer and its subsidiaries also employ numerous senior members of staff such as directors, officers and employees that have significant experience in Singaporean markets. These include:

• Thomas McMahon, a director on the Board of the Issuer, who has been operating in Singaporean exchange markets since April 2009 (12 years of experience).
• Mason Wallick, a non-executive director of the Issuer has been operating in Singaporean exchange markets since May 2007 (14 years of experience).
• Nancy Seah, a managing director of Abaxx Exchange has been operating in Singaporean exchange markets since May 1995 (26 years of experience).
• Prashant Bhatnagar, head of Operations at Abaxx Exchange, has been operating in Singaporean exchange markets since August 2006 (15 years of experience).

• Tock Siong Tan, chief compliance officer at Abaxx Exchange, has been operating in Singaporean markets since July 2010 (11 years of experience).

Language and Cultural Differences

The government of Singapore recognizes four official languages, being English, Malay, Mandarin and Tamil.

The Company's executive officers and all members of the Board are fluent in English and, in each case, English is their primarily language. In addition, the Company operates in English and all Board materials are prepared in English. The Company works with advisors capable of professionally conversing in English.

The financial records of the Company and its subsidiaries existing under the laws of Singapore are maintained in English. The Company does not believe that any material language or cultural barriers exist.

Should a translation from a jurisdiction's official language to English be required, the Company intends to engage a professional translator to execute the required translation. In particular, the Company can rely on translators, bilingual local lawyers and/or bilingual local auditors.

The Company's executive officers and members of the Board are familiar with local management and take a strong interest in the direction and operational aspects of ongoing managerial decisions. The Company engages with all subsidiaries and staff on a global basis as a team and interacts through cross company telecommunications and internal media to update and communicate corporate advancement with great frequency.

Risk Management and Disclosure

The Company has implemented a system of corporate governance, internal controls over financial and disclosure controls and procedures that apply to the Company and its subsidiaries, which are overseen by the Board and implemented by senior management of the Company. Executive management and the Board prepare and review the financial reporting of its subsidiaries as part of preparing its consolidated financial reporting, and the Company's independent auditors review the consolidated financial statements under the oversight of the Company's Audit Committee. As required under NI 52-110, the Company's Audit Committee has the authority to engage independent counsel and other advisors as it deems necessary, to set the compensation for any such advisors, and to communicate directly with internal and external auditors. For additional details related to the Audit Committee and its role of oversight of the external auditor, see the heading "Audit Committee Information" in the Annual Information Form.

The board of Abaxx Singapore Pte. Ltd and its Chief Risk Officer are responsible for maintaining good corporate governance practices and risk controls. Board members and management of the Company regularly discuss business operations and risk management practices with directors and management of Abaxx Singapore Pte. Ltd. The Company has a disclosure policy that establishes the protocol for the preparation, review and dissemination of information about the Company. This policy provides for multiple points of contact in the review of important disclosure matters, which includes input from a Board member located in Singapore.

Internal Controls

The Company prepares its consolidated financial statements on a quarterly and annual basis, using IFRS. The Company implements internal controls over the preparation of its financial statements and other financial disclosures, including its MD&A, to provide reasonable assurance that its financial reporting is reliable, the quarterly and annual financial statements are being prepared in accordance with IFRS and other financial disclosures, including its MD&A, are being prepared in accordance with relevant securities legislation. These systems of internal control over financial reporting and disclosure controls and procedures are designed to ensure that, among other things, the Company has access to material information about its subsidiaries.

The Company's operations and adherence to risk management in Singapore is regulated and actively monitored. The Company when operational in Singapore will have daily and monthly risk adherence standards to meet and communicate to the regulator. The Company provides internal monitoring through management and deploys corporate risk officers in Singapore to facilitate this ongoing requirement. Risk officers in Singapore, in addition to internal compliance standards, are both pre-approved and their activities monitored by the regulatory authority.

Related Parties

The Company is subject to Canadian securities laws and accounting rules with respect to approval and disclosure of related party transactions and has policies in place which it follows to mitigate risk associated with potential related party transactions. The Company may transact with related parties from time to time, in which case such related party transaction may require disclosure in its consolidated financial statements and in accordance with relevant securities laws.

Local Counsel and Advice

The Company has retained legal counsel in various international jurisdictions in which it operates regarding various corporate and regulatory legal issues, including the Company's right to conduct business in Singapore and other applicable jurisdictions, and has relied on advice from that counsel with respect to such matters.

The Company ensures that any such counsel or provider retained has their credentials vetted, referenced, with considerable diligence and adherence to: local licenses, professional associations, and regulators.

Non-Core Holdings

The Company has certain non-core holdings comprising investments in three private companies. These investments were made for strategic reasons to complement the technology initiatives of the Company. These investments are described below:

Base Carbon Corp.

Base (for the Benefit of Air, Sea, Earth) Carbon Corp. ("Base Carbon") is a globally diversified asset development firm in the business of sourcing, financing, developing and trading carbon credits. The firm's mandate is to be the preferred carbon project partner for financing, streaming, technology and access to markets. Base Carbon is an earlystage business with revenue streams that are still being developed as the business was recently launched. Base Carbon founders have decades of experience in portfolio management, financial structuring, technology development, capital markets, environmental and carbon markets. Abaxx Technology Corp. was a founding shareholder of Base Carbon and currently holds approximately 30% of shares outstanding for an investment of \$215,000.

The Company will report its investment in Base Carbon under the equity method of accounting. The Company is expected to hold less than 30% after further planned equity capitalizations of Base Carbon, but will continue to report its investment in Base Carbon under the equity method of accounting due to the Company's significant influence.

Air Carbon Pte. Ltd.

On February 11, 2021, the Company through its wholly owned subsidiary Abaxx Technologies Corp. acquired an equity voting stake in AirCarbon Pte. Ltd. ("AirCarbon"), and currently holds approximately 2.5% of the outstanding shares in AirCarbon. Aircarbon is an early-stage business with revenue streams that are still being developed as the platform was recently launched. AirCarbon has created a digital exchange focused on carbon credit trading and fractionalization of carbon interests. AirCarbon's technology may supplement the Company in its initial research and development of carbon neutral and carbon offset trading of LNG and other commodities.

The Company will report its investment in AirCarbon at fair value with changes in fair value recorded through the Company's statements of operations. The Company does not have significant influence over AirCarbon, and holds less than 20% of the issued shares.

Smart Crowd Holding Limited

Smart Crowd Holding Limited ("Smart Crowd") is a financially regulated digital platform that enables users to invest in real estate though crowdfunding. Smart Crowd has been in existence for four years and operational for the last three years. Smart Crowd started to generate revenue in 2018 and has grown its AUM from AED\$3.6 million in 2018 to AED\$10 million in 2020 and projected to hit AED\$60 million in 2021. AED is the currency of the United Arab Emirates and it is pegged to the U.S. dollar at 1 USD = 3.6725 AED. The Company hired a third-party professional valuation firm to undertake a valuation as of December 31, 2020. The Company was able to obtain financial information and input from Smart Crowd's management on the pending equity raise ((i) Series A share issue price of \$0.93 per share; (ii) a pre-money valuation of \$20,000,000; and (iii) high certainty to raise the required capital) that would significantly increase their valuation and these inputs were incorporated into the valuation process by the thirdparty valuator and audited by MNP. Smart Crowd is projecting continued growth in its operations and this was reflected in the pricing of its pending equity raise. As a result of improved operational performance and the pending equity raise at a substantial valuation the fair value of this investment increased substantially in 2020.

In September 2018, the Company agreed to acquire an unsecured convertible debenture of Smart Crowd in the amount of US\$140,000 (\$181,888) which was revalued to \$800,976 as at December 31, 2020.

The note matures on the earlier of i) the liquidity event ii) or the optional conversion date of December 31, 2021. The liquidity event is defined as any of the following events:

(a) Smart Crowd entered into a binding agreement with an arm's length third party to acquire beneficial ownership of 50% or more of the voting shares of Smart Crowd;

(b) Smart Crowd entered into a binding agreement to dispose of assets comprising more than half the value of the assets;

(c) Smart Crowd resolves to amalgamate with any other company, in a transaction that is in substance the same as those described above; and

(d) Smart Crowd enters into a listing agreement with a recognized stock exchange.

The convertible note receivable is measured at fair value through profit or loss with changes in fair value recorded through the Company's statements of operations. The note has not been repaid or converted into shares as at the date of this prospectus.

Pasig & Hudson Private, Limited

Pasig & Hudson Private, Limited ("P&H") is a Singapore private company that provides consulting, advisory, and development services in blockchain and other non-traditional banking solutions. P&H operates as a digital business incubator and provides business consulting and proprietary product development services to clients ranging from entrepreneurs, small businesses to large enterprises. P&H organizes its global resources to create small teams that leverages market analysis and innovation to create market viable product for its clients, enhance product development process and guide its clients through branding and market strategies. P&H has offices in Singapore, Manila, Tampa, New York and Phoenix.

P&H was founded in 2015, and it has been a revenue generating entity for the last three years and is projected to continue to grow its business.

In March 2018, the Company purchased 2,699,410 common stock of P&H which represented 18% of the outstanding common stock, for total consideration of US\$600,000 in cash and 1,250,000 of common shares of the Company at a fair value of \$500,000. In addition, P&H contributed 50% of the work capacity of 2 senior executives for 12 months to April 2019. The fair value of the work capacity was estimated at US\$410,000. As a result, at the time of recognition the fair value of the investment was recorded at \$863,185.

The Company reports the interest in P&H at fair value with changes in fair value recorded through the Company's statements of operations and comprehensive loss. The Company does not have significant influence over P&H, as it does not have representation on the board of directors, and it holds less than 20% of the issued shares.

For the year ended December 31, 2020, the Company engaged a third-party professional valuation firm to undertake a valuation. The Company was able to obtain financial statements such as forecasts and other input from P&H's management and these were incorporated into the valuation process by the third-party valuator and audited by the Company's auditors. It is noted that although P&H holds shares of the Company (less than 1% as at December 31, 2020), this investment by P&H in the Company was not the basis for the fair value determination prepared by the third-party professional valuator as at December 31, 2020.

RISK FACTORS

Investing in the Company's securities is speculative and involves a high degree of risk due to the nature of the Company's business and the present stage of its development. The following risk factors, as well as risks currently unknown to us, could materially and adversely affect the Company'sfuture business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Company, or its business or financial results, each of which could cause purchasers of the Company's securities to lose part or all of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect the Company's business, financial condition, results of operations and prospects. You should also refer to the other information set forth or incorporated by reference in this prospectus or any applicable prospectus supplement, including the Company's 2020 AIF and the 2020 MD&A and annual financial statements, and the related notes. A prospective investor should carefully consider the risk factors set out below along with the other matters set out or incorporated by reference in this prospectus.

Discussions of certain risks affecting the Company in connection with the Company's business are provided in our annual and interim disclosure documents filed with the various securities regulatory authorities. These documents are incorporated by reference in this prospectus.

Risks Related to the Offering of Securities

Discretion over use of proceeds.

The Company intendsto allocate the net proceedsit will receive from an offering as described under "Use of Proceeds" in this prospectus and the applicable prospectus supplement; however, the Company will have discretion in the actual application of the net proceeds. The Company may elect to allocate the net proceeds differently from that described in "Use of Proceeds" in this prospectus and the applicable prospectus supplement if the Company believes it would be in the Company's best interests to do so. The Company's investors may not agree with the manner in which the Company chooses to allocate and spend the net proceeds from an offering. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company.

Absence of a public market for certain of the securities.

There is no public market for the debt securities, warrants, subscription receipts, securities purchase contracts or units and, unless otherwise specified in the applicable prospectus supplement, the Company does not intend to apply for listing of the debt securities, warrants, subscription receipts, securities purchase contracts or units on any securities exchanges. If the debt securities, warrants, subscription receipts, securities purchase contracts or units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and the Company's financial condition. There can be no assurance as to the liquidity of the trading market for the debt securities, warrants, subscription receipts, share purchase contracts or units, or that a trading market for these securities will develop at all.

Absence of rights as shareholder for certain of the securities.

Voting and other shareholder rights attach only to the Common Shares. Until a holder of a security converts their security into Common Shares, such holder will have no rights with respect to the underlying shares. Upon exercise of such securities and their successful conversion into Common Shares, such holder will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise date.

Unsecured debt securities.

The Company carries on its business through corporate subsidiaries, and the majority of its assets are held in corporate subsidiaries. The Company's results of operations and ability to service indebtedness, including the debt securities, are dependent upon the results of operations of these subsidiaries and the payment of funds by these subsidiaries to the Company in the form of loans, dividends or otherwise. Unless otherwise indicated in the applicable prospectus supplement, the Company'ssubsidiaries will not have an obligation to pay amounts due pursuant to any debtsecurities or to make any funds available for payment on debt securities, whether by dividends, interest, loans, advances or other payments. In addition, the payment of dividends and the making of loans, advances and other payments to the Company by its subsidiaries may be subject to statutory or contractual restrictions. Unless otherwise indicated in the applicable prospectus supplement, the indenture governing the Company's debt securities is not expected to limit the Company's ability or the ability of its subsidiaries to incur indebtedness. Unless otherwise indicated in the applicable prospectus supplement, such indebtedness of the Company's subsidiaries would be structurally senior to the debt securities. As such, in the event of the liquidation of any subsidiary, the assets of the subsidiary would be used first to repay the obligations of the subsidiary, including indebtedness and trade payables, prior to being used by the Company to pay its indebtedness, including any debt securities. See "Description of Debt Securities".

Effect of changes in interest rates on debtsecurities.

Prevailing interest rates will affect the market price or value of any debt securities. The market price or value of any debt securities may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Effect of fluctuations in foreign currency markets on debt securities.

Debt securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity restrictions in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectussupplement.

Trading price of Common Shares and volatility.

Market prices for the securities of technology companies have historically been highly volatile. In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies has experienced wide fluctuations that have not necessarily been related to the operating performance, underlying asset value or commercial prospects of such companies. There can be no assurance that continual fluctuations in price will not occur, and the trading price of the Company's shares may be subject to large fluctuations and may decline below the price at which an investor acquired its shares. The trading price may increase or decrease in response to a number of events and factors, which may not be within the Company's control nor be a reflection of the Company's actual operating performance, underlying asset values or prospects. Accordingly, investors may not be able to sell their securities at or above their acquisition cost.

Dilution.

The Company may sell or issue additional Common Shares or other securities in the future to finance future activities, including its growth strategy. The Company cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Issuances of substantial numbers of Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices of the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

Forward looking statements.

Some statements contained in this prospectus are not historical facts, but rather are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Without limiting the generality of the foregoing, such risks and uncertainties include interpretation of results, accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production, delays in development activities, political risks, the inherent uncertainty or production fluctuations and failure to obtain adequate financing on a timely basis.

Risks Related to the Company

Nature of Business

The Company is a software technology company focused on developing exchange and marketplace infrastructure including trading and clearing software, financial messaging and data services, digital identity and access management, and with a majority-owned subsidiary engaged in the development of a regulated commodity futures exchange. Each of these activities involve a high degree of risk. The long-term profitability of the Company's operations will be directly related to success of the Company's ability to license its software and IP portfolio, and/or commercialize Abaxx Exchange and Clearing to which may be affected by a number of factors outside the Company's control.

Limited Operating History and Financial Resources

The Company has a limited history of operations and is in an early stage of development. As such, the Company will be subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that the Company will be able to achieve its stated business objectives, or that any of their activities will generate positive cash flow. The Company currently has negative cash flow from operating activities. Consequently, there can be no assurance that the Company will be able to operate profitably.

There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. The Company incurs substantial expenses in the establishment and operation of its business. A significant portion of the Company's financial resources have been and will continue to be, directed to the development of its business and related activities. If the Company does not have access to the required funds to continue the operation and development of its business and operational activities, and to the extent that it does not generate cash flow and income, the Company's long-term viability may be materially and adversely affected.

Dividends

To date, the Company has not paid any dividends on its outstanding securities. The Company may pay a dividend in the future, but has not finalized any plans to do as of the date of this prospectus. Any decision to pay dividends will be made by the Board.

Reporting Issuer Risk

As a reporting issuer, the Company will be subject to reporting requirements under applicable laws and the Aequitas NEO Exchange policies. Compliance with these requirements will increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, the Company will be required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm the Company's business and result of operations. The Company may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

Management of the Company expects that being a reporting issuer will make it more expensive to maintain director and officer liability insurance. This factor could also make it more difficult for the Company to retain qualified directors and executive officers.

Limited Assets

The Company holds shares in multiple development stage companies which are at different stages of development

and maturity, although all of these companies are early-stage businesses. Each of the businesses may be impacted by factors outside of their control or all of them could be impacted by fluctuations in access to capital markets.

The likelihood of success of the Company must be considered in light of the potential problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment and growth of any business. The Company will have limited financial resources and there is no assurance that additional funding will be available to the Company for further investments in the software and IP portfolio or ACX if required. There is no assurance that the Company can generate revenues, operate profitably, or provide a return on investment. The ability of the Company to raise capital, satisfy its obligations and provide a return to its shareholders will be dependent upon the future performance of the Company's ability to commercialize ACX and license its software and IP portfolio.

Limited Market for Securities

The Common Shares are listed on the NEO; however, there can be no assurance that an active and liquid market for the Common Shares will develop or be maintained.

Risks related to insurance of Abaxx's operations

The Company intends to insure its operations. However, given the nature of its business and the business of its subsidiaries, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company. While the Company believes its operations have or will have adequate insurance, such insurance will be subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Additional Financing Requirements

The Company may require additional financing to obtain MAS approval for Abaxx Clearing to be recognized as an ACH and may require additional financing to commercialize ACX and to license its software and IP portfolio. If such a need arises, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of commercialization of ACX or development of the Company's software and IP portfolio. Further, revenues, financings and profits, if any, will depend upon various factors, including the successful creation, adoption and utilization of technologies developed by the Company and its subsidiaries, which will largely depend on the Company's ability to provide a compelling value proposition to potential customers. Any additional equity financing may cause dilution to shareholders and may result in a change of control.

Furthermore, any additional equity financing may be dilutive to shareholders and debt financing, if available, may involve restrictive covenants. If additional funds are raised through the issuance of equity securities, the percentage ownership of the shareholders of the Company will be reduced, shareholders may experience additional dilution in net book value per share, or such equity securities may have rights, preferences or privileges senior to those of the holders of the common shares. If adequate funds are not available on acceptable terms the Company may be unable to develop or enhance its business, take advantage of future opportunity or respond to competitive pressures, any of which could have a material adverse effect on the Company's business, financial condition and operating results.

Exposure and Sensitivity to Macro-Economic Conditions

Given the nature of the proposed commercialization and licensing activities, the results of operations and financial condition of the Company will be dependent, in part, upon general macro-economic conditions. Various factors affecting a sector could have a negative impact on the Company's commercialization and licensing efforts and thereby have an adverse effect on its business.

Macro factors such as fluctuations in commodity prices and global political and economic conditions could also negatively affect the Company's performance. The Company may be adversely affected by the ability of its subsidiaries to continue to raise capital. Moreover, company-specific risks could have an adverse effect on one or more of the investments that may constitute the Company's portfolio at any point in time. Company specific and industry specific risks that may materially adversely affect the Company's ability to commercialize ACX and its software and IP portfolio may have a materially adverse impact on its operating results. Factors affecting macroeconomic conditions are and will be beyond the Company's control.

Risks related to regulation by governmental authorities

The activities of the Company may be subject to regulation by governmental authorities wherever its business is conducted. Achievement of the Company's business objectives are contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals could have a material adverse effect on the business, results of operations and financial condition of the Company.

The business of the Company is subject to rapid regulatory changes. Failure to stay current with such changes may adversely affect the business of the Company. Failure to follow regulatory requirements will have a detrimental impact on the business. Timing and nature of changes in legislation cannot be predicted and could irreparably harm the business.

Operations in Foreign Jurisdictions

The Company's investments and interests may be exposed to various degree of political, economic and other risks and uncertainties in a foreign jurisdiction. In particular, the Company's business objectives may be affected by the local and governing political and economic developments including and not limited to: expropriation of property including intellectual property rights, invalidation of government orders, permits or agreements to operate, political unrest, labour disputes, limitations on repatriation of earnings, limitation on foreign ownership, inability to obtain or delays in obtaining necessary approvals, licenses, permits, or authorizations, government participation, royalties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations, taxation and changes in laws, regulations or policies.

The Company's investments may also be adversely affected by the laws and policies of Canada affecting foreign trade, taxation and investment. In the event of a dispute arising in connection with a business interest of the Company in an international jurisdiction, the Company may be subject to the exclusive jurisdiction of foreign courts and may not be successful in subjecting foreign persons to the jurisdiction of courts of Canada or enforcing Canadian judgments in other jurisdictions. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, regulated exchange activities in international jurisdictions involving the Company or a subsidiary could be substantially affected by factors beyond the Company's control, and which could have a material adverse effect on the Company.

Abaxx Exchange and Clearing, a subsidiary of the Company, is still under development and seeking final regulatory approvals; it is preparing to onboard customers and futures commission merchants and does not currently generate revenue. While approvals in principal have been received, commencing operations of Abaxx Exchange and Abaxx Clearing, is dependent upon receiving final approval from the Monetary Authority of Singapore to operate as a recognized market operator and approved clearing house. The regulatory process in Singapore may encounter delays given the profile of Abaxx as a new tech-focused applicant that is not affiliated with any operating exchange group.

Operations in Foreign Jurisdictions – Singapore Operations

A large portion of the Company's operations take place in Singapore. The Singaporean legal system is based on the English common law, and the Singaporean economy is widely considered a highly developed free market economy. However, the Singapore market is influenced to a high degree by economic and market conditions in other countries, particularly emerging market countries in Asia. Adverse developments in the economies of countries that are important export markets for Singapore, such as surrounding Asian economies, or in emerging market economies elsewhere, could result in a loss of confidence in the Singaporean economy. Any future deterioration of the Singaporean economy could adversely affect the Company's business, revenues, and financial condition.

As the Singaporean economy evolves, its legal and regulatory environment may change. These changes may include: changes to compensation and other social programs; political uncertainty in Singapore; and export, import and foreign currency restrictions and tariffs. These changes can affect the Singaporean economy and we cannot be certain that any such changes would not adversely or disproportionately affect our business, results of operations and financial condition.

COVID-19 Global Pandemic

Since December 31, 2019, the outbreak of COVID-19 has led governments worldwide to enact emergency measures to combat the spread of the virus. These measures, which include, among other things, the implementation of travel bans, self-imposed quarantine periods and social distancing, have cause material disruption to businesses globally, resulting in an economic slowdown. Such events may result in a period of business disruption, and in reduced operations, any of which could have a material adverse impact on the Company's result of operations, financial condition and the market and trading price of the Company's securities.

The duration and immediate and eventual impact of the COVID-19 pandemic remains unknown and difficult to quantify. In particular, 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. While the outbreak of COVID-19 has not caused disruptions to the Company's business as of the date of this prospectus, it may yet cause disruptions to the Company's business and operations plans. Such disruptions may result from (i) restrictions that governments and communities impose to address the COVID-19 global pandemic; (ii) restrictions that the Company and its contractors and subcontractors impose to ensure the safety of employees and others; (iii) shortages of employees and/or unavailability of contractors and subcontractors; (iv) interruption of supplies from third-parties upon which the Company relies; and/or (v) inability to raise capital due to the economic uncertainty caused by COVID-19. Further, it is presently not possible to predict the extent or durations of these disruptions. These disruptions may have a material adverse effect on the Company's business, financial condition and results of operations, which could be rapid and unexpected. These disruptions may severely impact the Company's ability to carry out its business plans.

Due to COVID-19 and the resulting quarantine restrictions, travel to Singapore has been extremely difficult and unpredictable. While the Company maintains a close nexus between Singaporean and Canadian operations by having daily videoconference calls and having Singapore-resident directors, officers, and staff, there is no guarantee that COVID-19 and the associated developments will not create circumstances which make communication or management of the Company's operations difficult, and adversely affect the Company's ability to effectively carry out its business plans.

Protection of Abaxx Tech Software and IP Portfolio

The future success of the Company's business depends upon the intellectual property rights acquired through research and development and acquisitions of intellectual property. Although the Company will seek to protect its proprietary rights through, for example, trademark registrations and patent applications, its actions may be inadequate to protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurance that other companies are not investing or developing other technologies that are similar or identical to the technologies that may be developed by the Company. In addition, effective intellectual property protection may be unenforceable or limited in certain countries, and the global nature of the internet makes it impossible to control the ultimate designation of intellectual property held by the Company. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of the Company's software and IP portfolio may be diminished. Any of these events could have an adverse effect on the Company's business and financial results.

If third party patents or patent applications contain claims infringed by the software and IP portfolio and these claims are valid, the Company may be unable to obtain licenses to these patents at a reasonable cost, if at all, and may also be unable to develop or obtain alternative technology. If such licenses cannot be obtained at a reasonable cost, the business could be significantly impacted. Further, the enforceability of the patents owned by the Company may be challenged and the Company's patents could be partially or wholly invalidated following challenges by third parties.

The Company cannot assure its shareholders that its activities will not infringe on patents, trademarks or other intellectual property rights owned by others. If the Company is required to defend itself against intellectual property rights claims, it may spend a significant time and effort and incur significant litigation costs, regardless of whether such claims have merit. If the Company is found to have infringed on the patents, trademarks or other intellectual property rights of others, the Company may also be subject to substantial claims for damages or a requirement to cease the use of such disputed intellectual property, which could have an adverse effect on the Company's revenue. Such litigation or claims and the consequences that could follow could distract management of the Company from the ordinary operation of its business and could increase costs of doing business, resulting a negative impact on the business, financial condition or results of the Company.

The Company's software and IP portfolio also relies on trade secrets, which include information relating to the development and administration of its technology. The protective measures that the Company employs may not provide adequate protection for their trade secrets. This could erode the competitive advantage of the Company's software and IP portfolio and materially harm the value of the business of the Company. The Company cannot be certain that others will not independently develop the same or similar technologies on their own or gain access to trade secrets or disclose such technology, or that the Company will be able to meaningfully protect its trade secrets and unpatented know-how and keep them secret.

Global Financing Conditions

Market events and conditions, including disruption in the Canadian, United States and international financial markets and other financial systems and the deterioration of Canadian, United States and global economic and financial market conditions, could, among other things, impact currency trading and impede access to capital or increase the cost of capital, which would have an adverse effect on the Company's ability to fund its stated business objectives of commercializing ACX and licensing its software and IP portfolio. Current and future conditions in the domestic and global economies remain uncertain. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the market areas in which the Company intends to license its software and IP portfolio.

Moreover, access to financing continues to be negatively impacted by COVID-19. As such, the Company and its subsidiaries may be subject to counterparty risk and liquidity risk. The Company will be exposed to various counterparty risks including, but not limited to: (i) through financial institutions that hold the Company's cash; (ii) through companies that have payables to the Company; and (iii) through the Company's insurance providers. The Company will also be exposed to liquidity risks in meeting its operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of the Company to obtain loans and other credit facilities in the future, and, if obtained, on terms favourable to the Company. If these increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Common Shares could be adversely affected.

Acquisition Risk

If appropriate opportunities present themselves, the Company intends to invest in businesses, technologies, services or products that the Company believes will add value to its software and IP portfolio. There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully. There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired business, technology, service or product into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of the Company's business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any such future acquisitions of other businesses, technologies, services or products might require the Company to obtain additional equity or debt financing, which might not be available on terms favourable to the Company, or at all, and such financing, if available, might be dilutive.

Risks related to volatility of share price, absence of dividends and fluctuation of operating results.

Market prices for the securities of technology companies have historically been highly volatile. Factors such as fluctuation of the Company's operating results, announcements of technological innovations, patents or new commercial products by the Company or competitors, and other factors could have a significant effect on the share price or trading volumes for the Common Shares. The Company has not paid dividends to date and the Company does not expect to pay dividends in the foreseeable future.

As a result of any of these factors, the market price of the common shares of the Company at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Competition

The Company may face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and more marketable intellectual property than the Company. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company.

Many of the Company's competitors and potential competitors are larger and have greater name recognition, longer operating histories, larger marketing budgets and significantly greater resources than the Company does. With the introduction of new technologies and market entrants, the Company expects competition to continue to intensify in the future. If the Company fails to compete effectively, its business will be harmed. For these reasons, the Company may not be able to compete successfully against its current and future competitors.

Some of the Company's current and potential competitors have significantly greater resources and better competitive positions in certain markets than the Company does. These factors may allow the Company's competitors to respond more effectively than the Issuer to new or emerging technologies and changes in market requirements. The Company's competitors may develop products, features, or services that are similar to the Company or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain competitors could use strong or dominant positions in one or more markets to gain a competitive advantage against the Company. As a result, the Company's competitors may acquire and engage users at the expense of the growth or engagement of its user base, which may negatively affect the Company's business and financial results. The Company believes that its ability to compete effectively depends upon many factors both within and beyond the Company's control, including:

• the usefulness, ease of use, performance, and reliability of the Company's products and services compared to its competitors;
• customer service and support efforts;
• marketing and selling efforts;
• The Company's financial condition and results of operations;
• changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on the Company;
• acquisitions or consolidation within the Company's industry, which may result in more formidable competitors;

• The Company's ability to attract, retain, and motivate talented employees and consultants;

• The Company's ability to cost-effectively manage and grow its operations; and

• The Company's reputation and brand strength relative to that of its competitors.

The financial technology sector and start-up software technology businesses, given the market potential and innovation, are highly competitive. The Company has invested in technologies that will compete with numerous, well-established companies and individuals, including competitors with greater financial, technical and other resources than the Company or its subsidiaries, in the development and commercialization of financial software technologies. The ability of the Company to successfully develop financial technology assets in the future will depend not only on its ability to market its current software and IP portfolio, but also on its ability develop new intellectual property. There is no assurance that the Company will continue to be able to develop intellectual property that competes successfully with the development and deployment of potentially profitable financial software technologies.

Growth Risk

As new software technologies including Self-Sovereign Identity (SSI), Machine Learning and Natural Language Processing (ML/NLP), and blockchain become more widely available, the Company expects its software and IP portfolio to evolve. As a result, to stay current with the industry, the Company's business model may need to evolve as well. From time to time, the Company may modify aspects of its business model. The Company cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. The Company may not be able to manage growth effectively, which could damage the Company's reputation, limit the Company's growth and negatively affect its operating results.

Risks related to conflicts of interest

Certain of the directors and officers of the Company are also directors and officers of other companies, and conflicts of interest may arise between their duties as officers and directors of the Company and as officers and directors of such other companies.

In addition, certain directors may, from time to time, have positions or interests with ACX. For instance, Joshua Crumb is CEO and Chairman of the Company and a shareholder and director of ACX. In accordance with the ABCA, directors who have a material interest in any Person who is a party to a material contract or proposed material contract with the Company are required, subject to certain exemptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company.

Political Regulatory Risks

Any changes in government policy may result in changes to laws affecting ownership of assets, monetary policies, taxation, rates of exchange, labour relations, repatriation of income and return of capital. This may affect both the Company's ability to develop intellectual property and assist in the commercialization of ACX. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of intellectual property, cannot be ruled out.

Currency Risk

The Company's operations and revenue will be incurred primarily in US Dollars and Singapore Dollars, and its readily accessible market to raise future financing is in Canadian dollars. Depending on whether the Company operates profitably, currency fluctuations may affect future cash flow which the Company may realize. The Company may have financial risk exposure to varying degrees relating to the currency risk and volatility of each of the countries in which it operates. If income is generated in currency besides the US Dollar, Singapore Dollar or Canadian Dollar, there may be a material adverse effect on the Company's revenue.

Contractual Risk

The Company is a party to various contracts essential to the execution of its stated business objectives of licensing

intellectual property and commercializing ACX and it is always possible that the other contracting parties may not fully perform their obligations. Any dereliction of contractual duties could and may have a material adverse effect on the Company's ability to generate revenue.

Profitability

There is no assurance that the Company will earn profits in the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds required to continue the Company's operations, portfolio, and marketing activities. If the Company does not have sufficient capital to fund the development and maintenance of its Software and IP Portfolio or the commercialization of ACX, it may be required dispose of certain assets, reduce its marketing efforts or forego certain business development strategies, which could adversely affect an investment in the Company.

Risks related to value of securities

The value of the Common Shares may be reduced for a number of reasons, many of which are outside the control of the Company, including:

• general economic and political conditions in Canada, Singapore, the United States and globally;
• governmental regulation of digital commodity assets technology and exchange and marketplace industries;
• failure to subdue the COVID-19 pandemic;
• failure to achieve desired outcomes by the Company;
• failure to obtain industry partner and other third-party consents and approvals, when required;
• stock market volatility and market conditions;
• competition for, among other things, capital, and skilled personnel;
• the need to obtain required approvals from regulatory authorities;
• revenue and operating results failing to meet expectations in any particular period;
• investor perception of the financial technology sector and exchange and marketplace industries;
• limited trading volume of the Common Shares;
• announcements relating to the Company's business or the businesses of the Company's competitors; and
• The Company's ability or inability to raise additional funds.

Tax Amendment Risk

Legislation may be proposed, both in domestically and internationally, that could add a transaction tax or change the way market participants are taxed. If such proposals were to become law, they could have a negative impact on the securities industry and on the value of the Company.

In addition to proposed tax changes that could affect market participants, changes in tax laws, regulations or policies against corporations could result in the Company paying higher taxes, which would in turn reduce net income.

Litigation Risks

The Company and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, the Company may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. If the Company is unable to resolve these disputes favourably, it may have a material and adverse effect on the financial performance of the Company. Even if the Company is involved in litigation and wins, such matters can be time-consuming, divert management's attention and resources and cause the Company to incur significant expenses. Litigation may also create a negative perception of the Company's brand. Securities litigation as well as potential future proceedings could result in substantial costs and damages and divert the Company's management's attention and resources. Any decision resulting from any such litigation that is adverse to the Company could have a negative impact on the Company's financial position.

Going Concern Risk

The Company's financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company's future operations dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable investments at an indeterminate time in the future. There can be no assurance that the Company will be successful in completing an equity or debt financing or in achieving profitability.

The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

Economic environment and global economic risk

The Company's operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer trends and consequently, impact the Company's sales and profitability.

Any economic slowdown and downturn of global capital markets could make the raising of capital by equity or debt financing more difficult. Access to financing has been negatively impacted by the ongoing global economic risks. These factors may impact the Company's ability to raise equity or obtain loans and other credit facilities in the future and on terms favourable to the Company. If uncertain market conditions persist, the Company's ability to raise capital could be jeopardized, which could have an adverse impact on the Company's operations and the trading price of the Common Shares on a stock exchange.

Market for Securities

There can be no assurance that an active trading market in the Common Shares will be sustained. The market price of the Common Shares could be subject to wide fluctuations. Factors such as government regulation, interest rates, share price movements of the Company's peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of the Company.

Third Party Risk

In order to grow its business, the Company anticipates that it will continue to depend on relationships with third parties, such as alliance partners, distributors, system integrators and developers. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. The Company's competitors may be more effective in providing incentives to third parties to favour their products or services, or to prevent or reduce subscriptions to the services offered by subsidiaries of the Company. In addition, acquisitions of the Company's partners by its competitors could result in a decrease in the number of current and potential customers, as its partners may no longer facilitate the adoption of the Company's technology by potential customers.

If the Company is unsuccessful in establishing or maintaining its relationships with third parties, its ability to compete in the marketplace or to grow its revenue could be impaired, and its operating results, and ultimately, the Company's operating results, may suffer. Even if the Company is successful in retaining third party relationships, the Company cannot assure investors that these relationships will result in increased revenue or profitability for the Company. Furthermore, if the Company's partners fail to perform as expected, the reputation of the Company and its subsidiaries may be harmed, and its business and operating results could be adversely affected, and ultimately, the Company may have to write-off certain assets.

Clearinghouse Risk Management – Operation Risk

ACX expects to operate a clearinghouse that will provide risk management, clearing and settlement services for the Company's exchange. Through the operation of a clearinghouse, the Company will in the ordinary course of business routinely guarantee transactions that are risk-managed and cleared by ACX on behalf of its clearing members, which typically consist of financial counterparties such as banks, brokers and dealers, and other institutional companies.

Due to this, the Company's business could be adversely impacted by the financial distress or failure of one or more of its clearing members, should it result in non-performance of their obligations to the clearinghouse and a scenario where the amount of collateral collected from them is insufficient to meet their obligations.

While the Company will strive to maintain a comprehensive risk framework to promote the integrity of the clearinghouse and its clearing members, and to mitigate the potential exposure in the event of a clearing member financial distress or failure, it may not succeed in detecting problems or preventing non-performance of obligations by a clearing member. Therefore, the Company cannot ensure that such measures will be sufficient to protect the integrity of the clearinghouse and its clearing members and prevent the Company's business from being adversely impacted.

Clearinghouse Risk Management – Credit Risk

ACX maintains a comprehensive risk framework to support the financial integrity of the clearinghouse and to mitigate the potential exposure in the event a clearing member fails to meet their obligations to the clearinghouse. The Company has introduced membership criteria necessary to become a clearing member, and maintains risk policies and procedures to monitor and adjust such requirements where it may be necessary. Clearing members are required to deposit collateral in an amount commensurate with the amount of risk exposure they present to the clearinghouse based on a risk methodology established by the clearinghouse. The clearinghouse also maintains a guaranty fund, comprised of risk-based capital contributions from the clearing members and the clearinghouse, which provides further protection against the potential exposure of a clearing member's default.

In the scenario that a clearing member does not adhere or is at risk of not meeting any risk or capital requirements prescribed by the clearinghouse, they will be required to act immediately to increase their collateral on deposit, increase their capital and/or reduce their trading exposure to the clearinghouse. Such actions may have a significant impact on the amount of activity on the Company's exchange business and thereby adversely impact the Company's revenues.

Inadequacy of Risk Management Procedures – Administrative Expenses

In the normal course of ACX's business, matters are discussed with regulators during regulatory examinations, in an effort to avoid being subject to their inquiry and scrutiny. The Monetary Authority of Singapore ("MAS") has broad enforcement powers, including the powers to censure, fine, issue cease-and-desist orders, prohibit ACX from operating as a recognized exchange, or suspend or revoke its designation as an approved exchange. ACX's ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of compliance, review and reporting systems, as well as its ability to attract and retain qualified compliance and other risk management personnel. ACX faces the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activity. In the case of alleged non-compliance with applicable laws or regulations, ACX could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which could be significant. Any of these outcomes may adversely affect the Company's reputation, financial condition and operating results. In extreme cases, these outcomes could adversely affect ACX's ability to operate, and ultimately, may adversely decrease the Company's revenue or increase the Company's costs .

ACX's policies and procedures to identify, monitor, and manage its risks may not be fully effective. Some of ACX's risk management methods depend upon evaluation of information regarding markets, customers or other matters that are publicly available or otherwise accessible by ACX. That information may not in all cases be accurate, complete, up-to-date or properly evaluated. Management of operational, financial, legal, regulatory and strategic risk requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. The Company cannot assure investors that ACX's policies and procedures will always be effective and successful in monitoring or evaluating the risks to which ACX may be exposed.

Malicious Actor Risk

There have been a number of highly publicized cases involving fraud or other misconduct by employees of financial services firms in recent years. Misconduct by employees of the Company or its subsidiaries and/or agents could include hiding unauthorized activities, improper or unauthorized activities on behalf of customers or improper use or unauthorized disclosure of confidential information. Misconduct could subject the Company or its subsidiaries to financial losses or regulatory sanctions and seriously harm its reputation. It is not always possible to deter misconduct, and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. The employees and agents of the Company or its subsidiaries may commit errors that could subject it to financial claims for negligence, as well as regulatory actions, which may impact the value of the Company.

Third-party Software License Risk

ACX currently licenses software that provides the technological framework to its business objectives. The Company anticipates that ACX may continue to rely on such third-party software and development tools in the future. Although the Company believes that there are commercially reasonable alternatives to the third-party software that ACX currently licenses, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used in technology licensed by the Company or services offered by ACX with new third-party software may require significant work and require substantial investment of the Company's time and resources. Also, to the extent that the Company's technology or ACX's services depend upon the successful operation of third-party software in conjunction with its own software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of the Company's technology or ACX's services, delay new services introductions, result in a failure of the Company's technology or ACX's services, and injure the Company and ACX's reputation which could adversely affect the value of the Company. The Company's or its subsidiaries' use of additional or alternative third-party software would require the entering into of additional license agreements with third parties, which may or may not be on favourable terms to the Company or ACX.

Competitive Risks for Abaxx Tech

The success of the Company's and its subsidiaries' business depends, in part, on the ability of their technology to create interactive electronic marketplaces that have the required functionality, performance, capacity, reliability and speed to attract and retain customers. The electronic trading platform and financial messaging marketplaces continues to be competitive, and accordingly, Abaxx Tech will be subject to risks, expenses and uncertainties that are typically encountered in a rapidly evolving market. Certain risks to Abaxx Tech include the failure or inability to:

• provide reliable and cost-effective services to its customers;
• develop, in a timely manner, the required functionality to support electronic trading in a manner that is competitive with the functionality supported by other electronic markets;
• match fees of its competitors;
• respond to technological developments or service offerings by its competitors; and
• generate sufficient revenue to justify the substantial capital investment it has made and will continue to make to enhance its electronic trading platform.

If Abaxx Tech does not develop and enhance their electronic trading systems, or are unable to develop electronic trading systems that incorporate other products and markets or if those electronic trading systems do not have the required functionality, performance, capacity, reliability, and speed desired by its customers, then either Abaxx Tech's ability to successfully compete and its revenue and profits will be adversely affected.

To facilitate any interactive electronic marketplace utilizing Abaxx's proprietary applications, Abaxx Tech may also have to rely on any potential client's capacity to effectively support Abaxx's technology. To the extent the customers of Abaxx Tech are not prepared and/or lack the resources or infrastructure, the success of Abaxx Tech may be compromised, which may have a material adverse effect on the Company's revenues and performance.

Competitive Risks for ACX

The commodity futures exchange industry continues to be highly competitive with several large global competitors, and accordingly, ACX will be subject to risks, expenses and uncertainties that are typically encountered in a rapidly evolving market. Certain risks to ACX include the failure or inability to:

• provide reliable and cost-effective services to its customers;
• develop, in a timely manner, the required functionality to support electronic trading in its key products in a manner that is competitive with the functionality supported by other electronic markets;
• match fees of its competitors;
• attract independent software vendors to write front-end software that will effectively access its electronic trading system and automated order routing system;
• respond to technological developments or service offerings by its competitors; and
• generate sufficient revenue to justify the substantial capital investment it has made and will continue to make to enhance its electronic trading platform.

System Failure Risk

ACX will be heavily dependent on the capacity, reliability and security of the computer and communications systems and software supporting their operations. The operation of interactive electronic trading marketplaces by ACX will require the receipt of all trade order information via electronic means, through either public or private communication networks. If ACX's network, or its third-party providers, fail or operate slowly, one of the following may occur:

• unanticipated disruptions in service to its customers;
• slower response times;
• delays in customers' trade execution;
• failed settlement of trades;
• incomplete or inaccurate accounting, recording or processing of trades;
• financial losses;
• security breaches;
• litigation or other customer claims;
• loss of customers; and
• regulatory sanctions.

The Company cannot guarantee that the customers of ACX will not experience system failures from power or telecommunication failure, acts of God, war or terrorism, human error, natural disasters, pandemics, fire, sabotage, hardware or software malfunctions or defects, computer viruses, acts of vandalism or similar occurrences. If the systems of ACX do not operate properly, are compromised or are disabled, including as a result of a system failure, employee or customer error or misuse of its systems, the financial performance of the Company could be materially affected.

The expansion or development of the business, including through acquisitions, increased product offerings or other strategic growth opportunities, may cause disruptions in the Company's business, which may have an adverse effect on the Company's business, operations or financial results.

The Company may seek to expand and develop its business, including through acquisitions, increased product offerings, or other strategic growth opportunities. In the ordinary course of business, the Company may review, analyze, and evaluate various potential transactions or other activities in which it may engage. Such transactions or activities could cause disruptions in, increase risk or otherwise negatively impact its business. Among other things, such transactions and activities may:

• disrupt the Company's business relationships with its customers, depending on the nature of or counterparty to such transactions and activities;
• direct the time or attention of management away from other business operations;
• fail to achieve revenue or margin targets, operational synergies or other benefits contemplated;
• increase operational risk or volatility in the Company's business; and/or
• result in current or prospective employees experiencing uncertainty about their future roles with the Company, which might adversely affect the Company's ability to retain or attract key managers or other employees.

Security Threats

The infrastructure of ACX, both physical and digital, may be vulnerable to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, cyber-attacks, and other security breaches. An attack attempt or security breach could potentially result in interruption or cessation of certain of the ACX services to its customers, an inability to meet expected levels of service, or compromise the data transmitted over customers' networks. The Company cannot guarantee that security measures will not be circumvented, resulting in customer network failures, data breaches or interruptions that could impact their customers' network availability and have a material adverse effect on their business, financial condition, or operational results.

ACX (or any other subsidiaries of the Company that may operate a marketplace exchange) may be required to expend significant resources to protect against or recover from such threats. If an actual or perceived breach of security systems occur, the market perception of the effectiveness of their security measures could be harmed, and ACX (or any other subsidiaries of the Company that may operate a marketplace exchange) may lose customers in the event of such a breach. Further, the perpetrators of cyber-attacks are not restricted to particular groups or persons. These attacks may be committed by employees, contractors, or external actors operating from any number of geographical locations. Any such event could result in legal claims or penalties, disruption in operations, misappropriation of sensitive data, damage to the reputation of ACX (or any other subsidiaries of the Company that may operate a marketplace exchange), lead to negative market perception, or costly response measures, which could adversely affect the value of the Company.

Limited Management Experience

Although the Company's directors and executives have breadth and depth building these types of companies, the management teams of certain subsidiaries of the Company may have a limited history of past performance in managing marketplaces or software technology companies, and the past performances of management in other positions are no indication of their ability to successfully manage a start-up company. If the experience of management is inadequate or unsuitable to manage a subsidiary of the Company, operations may be adversely affected, which may negatively impact the value of the Company.

Reliance on Management and Key Personnel

The Company and subsidiaries thereof have small senior management groups, which are expected to be sufficient in the short-term given the contemplated level of business activity. The Company's future growth and its ability to develop depends, to a significant extent, on its ability to attract, train, and retain highly qualified personnel. The Company and its subsidiaries will rely on a limited number of key employees, consultants and members of senior management. There is no assurance that the Company or its subsidiaries will be able to retain such key employees, consultants, and senior management. The loss of one or more of such key employees, consultants, or members of senior management, if not replaced, could have a material adverse effect on the Company's business, financial condition and prospects, which may negatively impact the value of the Company.

To operate successfully and manage its potential future growth, the Company must attract, train, and retain highly qualified managerial, financial, and technological personnel. The Company is expected to face fierce competition in the exchange and marketplace technology industry. If the Company is unable to hire and retain additional qualified personnel to develop its business in the future, then its financial condition and operating results could be adversely affected, which may negatively impact the value of the Company's investments.

The Company does not plan to maintain, key-person insurance on the lives of any of their key personnel. Without key person insurance, the Company may not have the financial resources to develop or maintain its business until those individuals are replaced.

Software Development Risk

ACX's services rely on software developed and maintained by third-party software vendors. ACX also expects that it may incorporate software from third-party vendors and open source software in its future services. ACX's business may be disrupted if this software, or functional equivalents of this software, were either no longer available to ACX or no longer offered to it on commercially reasonable terms. In either instance, ACX would either be required to redesign services to function with alternate third-party software or open source software, or ACX may need to develop these components itself, which could result in increased costs and could result in delays in providing future services; furthermore, ACX might be forced to limit the features available in its current or future services, which may affect ACX's ability to execute on its business plan, which may materially adversely affect the value of the Company.

Undetected Error Risk

The Company'sintellectual property and software suite are highly technical and complex, and may contain undetected errors that could adversely affect the business of the Company. It is possible that the Company's technology may now or in the future contain undetected errors, bugs or vulnerabilities. Some errors in software code may only be discovered after the code has been released into commercial operation. Any errors, bugs or vulnerabilities in software (including unanticipated errors arising from interactions between different pieces of software) developed by the Company or its subsidiaries discovered after release could result in damage to the Company's reputation, loss of clients, loss of revenue, or liability for damages, any of which could adversely affect the Company's software and IP portfolio and financial results. Several intellectual property applications are "pending" status and have not yet been examined by the USPTO or other global sovereign patent examiners. There is no assurance that the applications will be approved. There is no assurance that the development of software using the Company's intellectual property will result in commercially viable software for customers.

Risk of Technological Change

To remain competitive, the Company must continue to enhance and improve the responsiveness, functionality and features of its software technology and intellectual property. The Internet and the electronic commerce industry have historically undergone rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies, and the emergence of new industry standards and practices. If these trends continue, this could render the Company's existing operations and proprietary technology and systems obsolete. There can be no assurance the Company will successfully implement new technologies and transaction processing systems to meet industry standards, if the Company is unable to adapt in a timely matter, the business of the Company could be materially affected.

The ability of the Company and its subsidiaries to effectively use the information generated by their information technology systems, as well as their success in implementing new systems and upgrades, may affect their ability to:

• conduct business with their clients, including delivering services and solutions;
• manage their inventory and accounts receivable;
• purchase, sell, ship and invoice their products and services efficiently and on a timely basis; and
• maintain their cost-efficient operation model while expanding their business in revenue and in scale.

The failure of the Company or its subsidiaries to use, maintain and update proper technological systems may negatively impact the value of the Company.

There can be no assurance that new and unforeseeable technology, either hardware-based or software-based, will not disrupt the existing state of technology and that the existing technology of the Company will not become obsolete.

Dependence of Technical Infrastructure

The ability for the Company or ACX to attract, retain and adequately service customers is dependent upon the reliable performance of their technology, including software platforms, and the underlying technical infrastructure. It is possible that Abaxx Tech or ACX may fail to effectively scale and grow its technical infrastructure to accommodate increased demands. In addition, the success of the Company will likely be reliant upon third party partners, including financial service providers, clearing and settlement organizations, telephone companies, on-line service providers, data processors, and software and hardware vendors. Any disruption or failure in the services of the Company or any of its subsidiaries receive from third party partners used to facilitate its business could harm the Company's business, and consequently, may adversely affect the value of the Company. Any financial or other difficulties these partners face may adversely affect the Company's business, and the Company or its subsidiaries exercise little control over these partners, which increases vulnerability to problems from the services such third party partners provide.

Use and Storage of Personal Information and Compliance with Privacy Laws

The Company (through ACX) may receive, store and process personal information and other customer data including, addresses, telephone numbers, images of government identification, and information relating to financial transactions. As a result, the Company and each subsidiary thereof must comply with the applicable federal, state, and local laws of the relevant jurisdiction relating to the collection, use, disclosure, storage, and safeguarding of personal information. Any failure or perceived failure by a subsidiary of the Company to comply with its privacy policies, privacy-related obligations to customers or other third parties, privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, may result in governmental enforcement actions, fines, or litigation (including litigation by individuals), which could adversely affect the value of the Company.

Slow Acceptance of Products

The marketplace may be slow to accept or understand the significance of the Company's or Abaxx Tech's technology due to their unique nature and the competitive landscape. If the Company is unable to promote, market and license its software and IP portfolio and secure relationships with strategic partners, the Company's business and financial condition will be adversely affected.

USE OF PROCEEDS

In the Company's prior prospectus published in May of 2021, the Company provided tentative estimates of how \$20.2 mil of its proceeds from that capital raising will be spent. To date, the Company has put approximately \$13.9 mil of these proceeds to use, of which approximately \$4.0 mil have been spent in accordance with the estimates, and \$9.9 million has been set aside so as to satisfy the regulatory capital requirements for an exchange and clearinghouse business (for a discussion of this requirement, please see the Regulatory Framework in Singapore section of the Prospectus). There have not been any reallocations in spending plans, and the remaining funds are to be spent as originally disclosed in the estimates of the May 2021 prospectus.

Unless otherwise indicated in a prospectus supplement relating to a particular offering, the Company currently intends to use the net proceeds from the sale of securities for general corporate and working capital requirements, including to fund ongoing operations and/or working capital and minimum regulatory requirements for Abaxx Exchange and Clearing, to repay indebtedness outstanding from time to time, to complete future acquisitions or for other corporate purposes as set forth in the prospectus supplement relating to the offering of the securities.

More detailed information regarding the use of proceeds from the sale of securities, including any determinable milestones at the applicable time, will be described in a prospectus supplement. The Company may also, from time to time, issue securities otherwise than pursuant to a prospectus supplement to this prospectus. All expenses relating to an offering of securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such securities, unless otherwise stated in the applicable prospectus supplement.

During the last financial year, the Company had negative cash flow from operating activities. Cash and cash equivalents increased by \$7,154,299 during the year ended December 31, 2020, from \$1,707,372 at December 31, 2019 to \$8,861,671 at December 31, 2020. The increase was a result of cash provided by financing activities and investing activities. The cash of \$4,783,417 provided by financing activities consisted of the Company completing a private placement for net proceeds of \$5,187,216, cash of \$352,350 received on the issuance of convertible debentures, partially offset by payments of \$756,149 to the Company's shareholders. The cash of \$7,683,226 relating to investing activities was acquired on completion of the reverse takeover transaction with New Millennium Iron Corp.

There have been no material changes to the Company's working capital since the June 30th financial statements incorporated by reference in the prospectus, outside of the ordinary quarterly operating expenses of the business. As of the date of this Prospectus, the Company had approximately \$27.3 million of cash, and approximately \$29.0 million of net working capital(unaudited). The Company expects that its current working capital will be sufficient to finance planned operations including the achievement of the Company's next significant milestone -- to launch Abaxx Exchange Pte Ltd. with a fully integrated clearing operation. The table below summarizes the Company's approximate expected cash expenditure rate over the next year.

Development	\$ 4,485,000
Ops HR	\$ 4,050,000
Professional Fees	\$ 1,500,000
Travel & Marketing	\$ 1,500,000
General Admin	\$ 1,300,000
Ops Total:	\$ 12,835,000
Clearing Capital	\$ 10,000,000
Total:	\$ 22,835,000

Current Expected Cash Expenditure Rate up until Oct 1, 2022

The Company expects cash flow from operations to potentially be unstable until the level of activity in its respective relevant business areas increases sufficiently. The Company's cash flow from operations may be affected in the future by the investment it is making to continue to develop its products and services. To address the Company's negative operating cash flow, among other things (i) the Company may reduce expenses, or (ii) the Company may sell some of its assets to generate sufficient cash to meet its and the Company's obligations as they come due. If necessary, the proceeds from the sale of securities may be used to offset this anticipated negative operating cash flow.

Business Objectives and Milestones

The Company's business objectives are: (i) to commercialize its software and IP portfolio through software license sales and royalties; and (ii) commercialize the Company's exchange and clearinghouse subsidiaries using the Company's proprietary technology towards LNG benchmark contracts and a new market structure vision for metals and emerging ESG certified-commodity markets.

The Company believes that the funds on hand will position the Company with sufficient resources to accomplish its business objectives and milestones, as well as enable the Company to continue its operations for at least the next 12 months.

Since the Company's previous May 2021 prospectus, the following development work has been completed:

• Obtained an AIP from MAS
• Fielded the necessary regulatory capital for Abaxx Clearing
• Deployed Abaxx Exchange software, trading and clearing systems
• Completed pre-launch testing on exchange and clearinghouse software
• Integrated trading software APIs with Abaxx Console Software, which was originally a milestone that was planned for later
• Completed Clearinghouse Independent Software ("ISV") Integrations
• Launched Abaxx Verify, a mobile app for iOS and Android
• Launched the alpha version of Abaxx Sign
• Deployed the Abaxx Exchange Software Suite to ACX
• Hired the requisite executive staff for SaaS products and sales
• Initiated hiring and training necessary for full-volume operations

The Company's historical development expenditures are summarized in the chart below. The Company's software development costs consist of third-party infrastructure builds and deployment, third-party software licences, internal software development costs for infrastructure development, and internal software application development. Cost categorization is not necessarily reflective of business unit activity, as some business activities use shared infrastructure, both internally and third-party developed, with uniquely developed applications, but management has attempted to allocate these costs according to business activity as well. Costs for 2019 were generally much higher due to the upfront infrastructure development costs required with both third-party software development as well as internal infrastructure development, while costs for 2020 were primarily related to internal application development which utilized up-front infrastructure in place.

Development Costs Business Activity	Third-party Development (\$)	Internal Development (\$)
Abaxx Software Suite 2019	1,000,000	500,000
Exchange Operation Development 2019	850,000	950,000
Clearing House Operation Development 2019	2,950,000	750,000
	4,800,000	2,200,000
Total Third-party & Internal Development 2019: \$7,000,000

Abaxx Software Suite 2020	50,000	1,850,000
Exchange Operation Development 2020	NA	350,000
Clearing House Operation Development 2020	100,000	250,000
	150,000	2,450,000
Total Third-party & Internal Development 2020: \$2,600,000
	4,950,000	4,650,000

No proprietary blockchain technology will be required in the Abaxx Exchange and Abaxx Clearing operations for launch (scheduled for Q1-2022). The exchange and clearing software are licenced from a third party and well known to market participants and commodity regulators, with custom Abaxx-built middleware and networking software. Third party and opensource, enterprise blockchain data-stores are used in custom Abaxx ancillary applications and middleware (much like other standard micro-services in a cloud platform like Amazon Web Services). No cryptocurrency or cryptocurrency tokens are used in any Abaxx Exchange operations or Abaxx ancillary applications or middleware.

The Company's future milestones can be broadly classified as falling into one of three general categories:

• 1. Abaxx Exchange Milestones: Milestones pertaining to the minimum requirements for the launch of the exchange and clearinghouse businesses, predominantly conducted through the Abaxx Exchange subsidiary of the Company (see the Organization Chart in THE COMPANY section, above).
• 1. Console SaaS Milestones: The Company's SaaS products are ancillary software services for exchange products. These SaaS milestones largely pertain to how the Issuer will look to market the SaaS business outside of the Abaxx Exchange itself. This portion of the business is predominantly conducted through the Abaxx Technologies subsidiary of the Company (see the Organization Chart in THE COMPANY section, above).
• 1. ID++ Workflow Suite ex-Exchange Milestones: The ID++ Workflow Suite is a set of technologies for identity management and associated services. These technologies are used in the Abaxx Exchange, but may also be also sold to other exchanges as part of a SaaS package. During the previous quarter, in response to the COVID-19 delays the Issuer expanded the scope of other development activities and further refined its software products so as to capitalize on the additional time afforded by the delays. The ID++ Workflow Suite ex-Exchange Milestones pertain to the aforementioned development and refinement activities. This portion of the business is predominantly conducted through the Abaxx Technologies subsidiary of the Company (see the Organization Chart in THE COMPANY section, above).

The Company's anticipated development expenditures for the next 25 months have been categorized into these three milestone categories and are set out in the table below:

Milestone	Projected Completion	Estimated Cost (\$)
Abaxx Singapore (Exchange) Milestones
Obtain Regulatory Approval-in-Principle for ACH	Complete	N/A
Exchange Member & Clearing Member Signup Through Launch	Ongoing	350,000
Initiate Full Operational Hiring & Training	Complete	N/A
Deploy Abaxx Exchange Software Suite to ACX	Complete	N/A
Completion Testing of Exchange and Clearing Software	Complete	50,000
Complete Clearing ISV Software Development	Complete	N/A

Clearing & Exchange Member Technical Integrations through Launch	Ongoing	250,000
Obtain Final Regulatory Approval of RPM and ACH	January 2021	200,000
Launch Cleared Exchange Contracts	March 2022	350,000
Abaxx Exchange Console SaaS Milestones
Pilot Launch of Abaxx Console, Software as a Service for Exchange Clients: Abaxx ID++ Verifier • Trade Entry (Console UI, API, FIX) • LNG Carbon Offset Calculator • LNG Physical and Carbon Offset Trade Entry Management • Abaxx GhG Protocol (Carbon Offset Contract Standards) • Contract Drive •	November 2021	200,000
Pilot Bilateral Trade via Abaxx Platform - Bundled LNG & Carbon	December 2021	300,000
Beta Launch Abaxx Verify mobile application for iOS and Android	Complete	N/A
Launch Beta Abaxx Sign & Vault Web-Applications for Exchange	December 2021	125,000
Launch Beta Enhanced Suite for Exchange Add Messaging, Video, Devs AI/ML, Drive, Sign, Vault	February 2022	350,000
Abaxx ID++ Workflow Suite – ex-Exchange Milestones
Abaxx Workflow Business Leadership in Place	October 2021	35,000
Initial online marketing campaign for ID++ vision, Abaxx Verifier, and Sign (software near-ready, marketing de-prioritized until after	February 2022	250,000
ACX launch)
Public Launch of Abaxx ID++ Identity Manager	April 2022	100,000
Public Launch of Abaxx Sign & Vault web application utilizing Abaxx ID++ Verifier	April 2022	100,000
Build enterprise sales team for Abaxx Verify and	February 2022	150,000
Abaxx Sign standalone applications
Deploy Abaxx ID++ Software Suite for Base Carbon MVR	April 2022	300,000
Deploy Abaxx ID++ Suite for Upboard Auctions, NFT	May 2022	400,000
Total:		3,510,000

See "Corporate Structure" and "Business of the Company" in the 2020 AIF for a detailed description of the business and operations of the Company, including corporate governance of the Company's subsidiaries. Further details concerning the Company, including information with respect to the Company's assets, operations and history, are provided in the Annual Information Form and the other documents incorporated by reference into this prospectus. Readers are encouraged to thoroughly review these documents as they contain important information concerning the Company.

CONSOLIDATED CAPITALIZATION

There have been no material changes to the Company's consolidated capitalization since the bought-deal offering of securities pursuant to a short form prospectus dated May 11, 2021, which have not been disclosed in this Prospectus or the documents incorporated by reference. The applicable prospectus supplement will describe any material changes, and the effect of such material changes on the share and loan capitalization of the Company that will result from the issuance of securities pursuant to each prospectus supplement.

PRIOR SALES

Information in respect of the Common Shares that we issued within the previous twelve-month period, including Common Shares that we issued upon the exercise of stock options of the Company will be provided as required in a prospectus supplement with respect to the issuance of securities pursuant to such prospectus supplement.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the NEO under the symbol "ABXX". Trading price and volume information for the Company's securities will be provided as required in each prospectus supplement to this prospectus.

EARNINGS COVERAGE

If the Company offers debt securities having a term to maturity in excess of one year under this prospectus and any applicable prospectus supplement, the applicable prospectus supplement will include earnings coverage ratios giving effect to the issuance of such securities.

DESCRIPTION OF SHARE CAPITAL

Overview

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As of the date hereof, there are 71,081,829 Common Shares and no preferred shares issued and outstanding.

In addition, as of the date of this prospectus, there were: (i) 6,204,686 Common Shares issuable upon the exercise of outstanding stock options of the Company and (ii) 3,253,293 outstanding share purchase warrants of the Company for a total of 80,539,808 Common Shares on a fully-diluted basis.

Common Shares

All of the Common Shares rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the Company and entitlement to any dividends declared by the Company. The holders of the Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of shareholders (other than meetings at which only holders of another class or series of shares are entitled to vote).

Each Common Share carries the right to one vote. In the event of the liquidation, dissolution or winding-up of the Company, or upon any distribution of the assets of the Company among shareholders being made (other than by way of dividend out of monies properly applicable to the payment of dividends) the holders of the Common Shares are entitled to the right to receive a proportionate share, on a per share basis, of the assets of the Company available.

The holders of the Common Shares are entitled to receive any dividends declared by the Company in respect of the Common Shares.

Any alteration of the rights attached to our Common Shares must be approved by at least two-thirds of the Common Shares voted at a meeting of our shareholders. Provisions as to the modification, amendment or variation of such rights or provisions are contained in the Company's articles and in the Business Corporations Act (Alberta).

DESCRIPTION OF DEBT SECURITIES

In this section describing the debt securities, the terms "Company" and "Abaxx" refer only to Abaxx Technologies Inc. without any of its subsidiaries.

The following description of the terms of debt securities sets forth certain general terms and provisions of debt securities in respect of which a prospectus supplement may be filed. The particular terms and provisions of debt securities offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such debt securities. Prospective investors should rely on information in the applicable prospectus supplement if it is different from the following information.

Debt securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of debt securities pursuant to this prospectus. Convertible debt securities offered under this prospectus may only be convertible into other securities of the Company.

The Company will deliver, along with this prospectus, an undertaking to the securities regulatory authority in each province and territory of Canada that the Company will, if any debt securities are distributed under this prospectus and for so long as such debt securities are issued and outstanding, file the periodic and timely disclosure of any credit supporter similar to the disclosure required under Section 12.1 of Form 44-101F1.

Any prospectus supplement offering guaranteed debt securities will comply with the requirements of Item 12 of Form 44-101F1 or the conditions for an exemption from those requirements and will include a certificate from each credit supporter as required by section 21.1 of Form 44-101F1 and section 5.12 of NI 41-101.

The debt securities will be issued under one or more indentures (each, a "Trust Indenture"), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a "Trustee").

The following description sets forth certain general terms and provisions of the debt securities and is not intended to be complete. The particular terms and provisions of the debt securities and a description of how the general terms and provisions described below may apply to the debt securities will be included in the applicable prospectus supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture. Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedar.com.

General

The applicable Trust Indenture will not limit the aggregate principal amount of debt securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue debt securities from time to time in one or more series and may be denominated and payable in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be unsecured obligations of the Company.

The Company may specify a maximum aggregate principal amount for the debt securities of any series and, unless otherwise provided in the applicable prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the debt securities previously issued and to issue that increased principal amount.

Any prospectus supplement for debt securities supplementing this prospectus will contain the specific terms and other information with respect to the debt securities being offered thereby, including, but not limited to, the following:

• the designation, aggregate principal amount and authorized denominations of such debt securities;

• the percentage of principal amount at which the debt securities will be issued;
• whether payment on the debt securities will be senior or subordinated to other liabilities or obligations of the Company;
• the date or dates, or the methods by which such dates will be determined or extended, on which the Company may issue the debt securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Company will pay the principal and any premium on the debt securities and the portion (if less than the principal amount) of debt securities to be payable upon a declaration of acceleration of maturity;
• whether the debt securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Company will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended;
• the place or places the Company will pay principal, premium, if any, and interest, if any, and the place or places where debt securities can be presented for registration of transfer or exchange;
• whether and under what circumstances the Company will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the debt securities, and whether and on what terms the Company will have the option to redeem the debt securities rather than pay the additional amounts;
• whether the Company will be obligated to redeem or repurchase the debt securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption;
• whether the Company may redeem the debt securities at its option and the terms and conditions of any such redemption;
• the denominations in which the Company will issue any registered and unregistered debt securities;
• the currency or currency unitsfor which debtsecurities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the debt securities will be made by delivery of Common Shares or other property;
• whether payments on the debt securities will be payable with reference to any index or formula;
• if applicable, the ability of the Company to satisfy all or a portion of any redemption of the debt securities, any payment of any interest on such debtsecurities or any repayment of the principal owing upon the maturity of such debt securities through the issuance of securities of the Company or of any other entity, and any restriction(s) on the persons to whom such securities may be issued;
• whether the debt securities will be issued as global securities (defined below) and, if so, the identity of the depositary (defined below) for the global securities;
• whether the debt securities will be issued as unregistered securities (with or without coupons), registered securities or both;
• the periods within which and the terms and conditions, if any, upon which the Company may redeem the debt securities prior to maturity and the price or prices of which, and the currency or currency units in which, the debt securities are payable;
• any events of default or covenants applicable to the debt securities;
• any terms under which debt securities may be defeased, whether at or prior to maturity;
• whether the holders of any series of debt securities have special rights if specified events occur;
• any mandatory or optional redemption or sinking fund or analogous provisions;

• the terms, if any, for any conversion or exchange of the debt securities for any other securities of the Company;

• if applicable, any transfer restrictions in respect of disqualified holders or otherwise;

• rights, if any, on a change of control;
• provisions as to modification, amendment or variation of any rights or terms attaching to the debt securities;
• the Trustee under the Trust Indenture pursuant to which the debt securities are to be issued; whether the Company will undertake to list the debt securities of the series on any securities exchange or automated interdealer quotation system; and
• any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the debt securities being offered which do not apply generally to other debt securities, or any covenants or events of default generally applicable to the debt securities which do not apply to a particular series of the debt securities.

The Company reserves the right to include in a prospectus supplement specific terms pertaining to the debt securities which are not within the options and parametersset forth in this prospectus. In addition, to the extent that any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such debt securities.

Unless stated otherwise in the applicable prospectus supplement, no holder of debt securities will have the right to require the Company to repurchase the debt securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.

The Company may issue debt securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these securities at a discount below their stated principal amount. The Company may also sell any of the debt securities for a foreign currency or currency unit, and payments on the debt securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable prospectussupplement.

Unless otherwise indicated in the applicable prospectussupplement, the Company may issue debtsecurities with terms different from those of debt securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of debt securities and issue additional debt securities of such series.

Original purchasers of debt securities which are convertible into or exchangeable for other securities of the Company will be granted a contractual right of rescission against the Company in respect of the purchase and conversion or exchange of such debt security. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the debt security and the amount paid upon conversion or exchange, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion or exchange takes place within 180 days of the date of the purchase of the convertible or exchangeable security under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible or exchangeable security under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

Ranking and Other Indebtedness

Unless otherwise indicated in an applicable prospectus supplement, the debt securities will be direct unsecured obligations of the Company. The debt securities will be senior or subordinated indebtedness of the Company as described in the applicable prospectus supplement. If the debt securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the debt securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable prospectus supplement, and they will rank equally and rateably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable prospectus supplement. The Company reserves the right to specify in a prospectus supplement whether a particular series of subordinated debt securities is subordinated to any other series of subordinated debt securities.

The Board may establish the extent and manner, if any, to which payment on or in respect of a series of debt securities will be senior or will be subordinated to the prior payment of the Company's other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed and the nature and priority of any security.

Registration of Debt Securities

Debt Securities in Book Entry Form

Unless otherwise indicated in an applicable prospectus supplement, debt securities of any series may be issued in whole or in part in the form of one or more global securities ("Global Securities") registered in the name of a designated clearing agency (a "Depositary") or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a Global Security will, to the extent not described herein, be described in the prospectus supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the debt securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee ("Participants"). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the debt securities or by the Company if such debt securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.

So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the debt securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of debt securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the debtsecurities, such asredemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the debt securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such debt securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a debt security or otherwise take action with respect to such holder's interest in a debt security (other than through a Participant) may be limited due to the lack of a physical

certificate.

No Global Security may be exchanged in whole or in part for debt securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as Depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the debt securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.

If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry debt securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying prospectus supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the debt securities held by the Depositary or the book-entry accounts maintained by the Depositary, (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests, or (iii) any advice or representation made by or with respect to the Depositary and contained in this prospectus or in any prospectus supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Participants.

Unless otherwise stated in the applicable prospectus supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any debt securities represented by a Global Security.

Debt Securities in Certificated Form

A series of the debt securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable prospectus supplement, unregistered securities will have interest coupons attached.

In the event that the debt securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable prospectus supplement, payment of principal, premium, if any, and interest, if any, on the debtsecurities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable prospectus supplement, payment of interest, if any, will be made to the persons in whose name the debt securities are registered at the close of business on the day or days specified by the Company.

At the option of the holder of debt securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable prospectus supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable prospectussupplement, unregistered securities will not be issued in exchange for registered securities.

The applicable prospectus supplement may indicate the places to register a transfer of the debt securities in definitive

form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the debt securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.

DESCRIPTION OF WARRANTS

General

This section describes the general terms that will apply to any warrants for the purchase of Common Shares, or equity warrants, or for the purchase of debt securities, or debt warrants.

We may issue warrants independently or together with other securities, and warrants sold with other securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant agency agreements to be entered into by us and one or more banks or trust companies acting as warrant agent.

The Company will deliver an undertaking to the securities regulatory authority in each of the provinces and territories of Canada, that it will not distribute warrants that, according to their terms as described in the applicable prospectus supplement, are "novel" specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such prospectus supplement containing the specific terms of the warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada where the warrants will be distributed.

This summary of some of the provisions of the warrants is not complete. The statements made in this prospectus relating to any warrant agreement and warrants to be issued under this prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. You should refer to the warrant indenture or warrant agency agreement relating to the specific warrants being offered for the complete terms of the warrants. A copy of any warrant indenture or warrant agency agreement relating to an offering or warrants will be filed by the Company with the securitiesregulatory authorities in the applicable Canadian offering jurisdictions after we have entered into it, and will be available electronically on SEDAR at www.sedar.com.

The applicable prospectus supplement relating to any warrants that we offer will describe the particular terms of those warrants and include specific terms relating to the offering.

Original purchasers of warrants (if offered separately) will have a contractual right of rescission against us in respect of the exercise of such warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

In an offering of warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the warrants, or other convertible securities, are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces or territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights, or consult with a legal advisor.

Equity Warrants

The particular terms of each issue of equity warrants will be described in the applicable prospectus supplement. This description will include, where applicable:

• the designation and aggregate number of equity warrants;
• the price at which the equity warrants will be offered;
• the currency or currencies in which the equity warrants will be offered;
• the date on which the right to exercise the equity warrants will commence and the date on which the right will expire;
• the number of Common Shares that may be purchased upon exercise of each equity warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each equity warrant;
• the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of shares that may be purchased, (ii) the exercise price per share or (iii) the expiry of the equity warrants;
• whether we will issue fractional shares;
• whether we have applied to list the equity warrants or the underlying shares on a stock exchange;
• the designation and terms of any securities with which the equity warrants will be offered, if any, and the number of the equity warrants that will be offered with each security;
• the date or dates, if any, on or after which the equity warrants and the related securities will be transferable separately;
• whether the equity warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
• material Canadian federal income tax consequences of owning the equity warrants;
• any terms, procedures and limitations relating to the transferability, exchange or exercise of the equity warrants; and
• any other material terms or conditions of the equity warrants.

Debt Warrants

The particular terms of each issue of debt warrants will be described in the related prospectus supplement. This description will include, where applicable:

• the designation and aggregate number of debt warrants;
• the price at which the debt warrants will be offered;
• the currency or currencies in which the debt warrants will be offered;
• the designation and terms of any securities with which the debt warrants are being offered, if any, and the number of the debt warrants that will be offered with each security;
• the date or dates, if any, on or after which the debt warrants and the related securities will be transferable separately;
• the principal amount and designation of debt securities that may be purchased upon exercise of each debt warrant and the price at which and currency or currencies in which that principal amount of debt securities may be purchased upon exercise of each debt warrant;
• the date on which the right to exercise the debt warrants will commence and the date on which the right will expire;

• the minimum or maximum amount of debt warrants that may be exercised at any one time;

• whether the debt warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions;

• material Canadian federal income tax consequences of owning the debt warrants;
• whether we have applied to list the debt warrants or the underlying debt securities on an exchange;
• any terms, procedures and limitations relating to the transferability, exchange or exercise of the debt warrants; and
• any other material terms or conditions of the debt warrants.

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.

DESCRIPTION OF UNITS

Abaxx may issue units, which may consist of one or more of Common Shares, warrants or any other security specified in the relevant prospectus supplement. Each unit will be issued so that the holder of the unit is also the holder of each of the securities included in the unit. In addition, the relevant prospectus supplement relating to an offering of units will describe all material terms of any units offered, including, as applicable:

• the designation and aggregate number of units being offered;
• the price at which the units will be offered;
• the designation, number and terms of the securities comprising the units and any agreement governing the units;
• the date or dates, if any, on or after which the securities comprising the units will be transferable separately;
• whether we will apply to list the units or any of the individual securities comprising the units on any exchange;
• material Canadian income tax consequences of owning the units, including, how the purchase price paid for the units will be allocated among the securities comprising the units; and
• any other material terms or conditions of the units.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

We may issue subscription receipts separately or in combination with one or more other securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the "Release Conditions") and for no additional consideration, Common Shares, warrants, debt securities or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a "Subscription Receipt Agreement"), the material terms of which will be described in the applicable prospectus supplement, each to be entered into between the Company and an escrow agent (the "Escrow Agent") that will be named in the relevant prospectus supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any subscription receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription receipts sold to or through such underwriter or agent.

The following description sets forth certain general terms and provisions of subscription receipts that may be issued hereunder and is not intended to be complete. The statements made in this prospectus relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective investors should refer to the Subscription Receipt Agreement relating to the specific subscription receipts being offered for the complete terms of the subscription receipts. We will file a copy of any Subscription Receipt Agreement relating to an offering of subscription receipts with the applicable securities regulatory authorities in Canada after it has been entered into it.

General

The prospectus supplement and the Subscription Receipt Agreement for any subscription receipts that we may offer will describe the specific terms of the subscription receipts offered. This description may include, but may not be limited to, any of the following, if applicable:

• the designation and aggregate number of subscription receipts being offered;
• the price at which the subscription receipts will be offered;
• the designation, number and terms of the Common Shares, warrants and/or debt securities to be received by the holders of subscription receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers;
• the Release Conditions that must be met in order for holders of subscription receipts to receive, for no additional consideration, the Common Shares, warrants and/or debt securities;
• the procedures for the issuance and delivery of the Common Shares, warrants and/or debt securities to holders of subscription receipts upon satisfaction of the Release Conditions;
• whether any payments will be made to holders of subscription receipts upon delivery of the Common Shares, warrants and/or debt securities upon satisfaction of the Release Conditions;
• the identity of the Escrow Agent;
• the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of subscription receipts, together with interest and income earned thereon (collectively, the "Escrowed Funds"), pending satisfaction of the Release Conditions;
• the terms and conditions pursuant to which the Escrow Agent will hold the Common Shares, warrants and/or debt securities pending satisfaction of the Release Conditions;
• the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;
• if the subscription receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the subscription receipts;
• procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion of the subscription price of their subscription receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
• any contractual right of rescission to be granted to initial purchasers of subscription receipts in the event that this prospectus, the prospectus supplement under which such subscription receipts are issued or any amendment hereto or thereto contains a misrepresentation;
• any entitlement of Abaxx to purchase the subscription receipts in the open market by private agreement or otherwise;
• whether we will issue the subscription receipts as Global Securities and, if so, the identity of the Depositary for the Global Securities;
• whether we will issue the subscription receipts as unregistered bearer securities, as registered securities or both;

• provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the subscription receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, warrants or other Abaxx securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company's assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;

• whether we will apply to list the subscription receipts on any exchange;

• material Canadian federal income tax consequences of owning the subscription receipts; and
• any other material terms or conditions of the subscription receipts.

Original purchasers of subscription receipts will have a contractual right of rescission against us in respect of the conversion of the subscription receipts. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the subscription receipts upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the subscription receipts under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the subscription receipts under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of subscription receipts will not be, and will not have the rights of, Shareholders. Holders of subscription receipts are entitled only to receive Common Shares, warrants and/or debt securities on exchange of their subscription receipts, plus any cash payments, if any, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of subscription receipts shall be entitled to a refund of all or a portion of the subscription price therefor and their pro rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement, all as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the subscription receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the subscription receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of subscription receipts will receive a refund of all or a portion of the subscription price for their subscription receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares, warrants and or debt securities may be held in escrow by the Escrow Agent and will be released to the holders of subscription receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the subscription receipts issued thereunder may be made by way of a resolution of holders of subscription receipts at a meeting of such holders or consent in writing from such holders. The number of holders of subscription receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that we may amend any Subscription Receipt Agreement and the subscription receipts without the consent of the holders of the subscription receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holders of outstanding subscription receipts or as otherwise specified in the Subscription Receipt Agreement.

DESCRIPTION OF SHARE PURCHASE CONTRACTS

We may issue share purchase contracts, representing contracts obligating holders to purchase from or sell to us a

specified number of Common Shares, as applicable, at a future date or dates. However, we will not distribute share purchase contracts that are "novel" (according to their terms as described in the applicable prospectus supplement), unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless a prospectus supplement containing the specific terms of the share purchase contracts to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada where the share purchase contracts will be distributed.

The price per Common Share and the number of Common Shares, as applicable, may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula or method set forth in the share purchase contracts. We may issue share purchase contracts in accordance with applicable laws and in such amounts and in as many distinct series as we may determine.

The share purchase contracts may be issued separately or as part of units consisting of a share purchase contract and beneficial interests in debt securities, or debt obligations of third parties, including U.S. treasury securities or obligations of the subsidiaries, securing the holders' obligations to purchase the Common Shares under the share purchase contracts, which we refer to in this prospectus as share purchase units. The share purchase contracts may require the Company to make periodic payments to the holders of the share purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The share purchase contracts may require holders to secure their obligations under those contracts in a specified manner.

Holders of share purchase contracts are not shareholders of Abaxx. The particular terms and provisions of share purchase contracts offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the prospectus supplement filed in respect of such share purchase contracts. This description will include, where applicable: (i) whether the share purchase contracts obligate the holder to purchase or sell, or both purchase and sell, Common Shares, as applicable, and the nature and amount of those securities, or the method of determining those amounts; (ii) any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied; (iii) whether the share purchase contracts are to be settled by delivery, or by reference or linkage to the value or performance of Common Shares; (iv) any acceleration, cancellation, termination or other provisions relating to the settlement of the share purchase contracts; (v) the date or dates on which the sale or purchase must be made, if any; (vi) whether the share purchase contracts will be issued in fully registered or global form; (vii) the material income tax consequences of owning, holding and disposing of the share purchase contracts; and (vii) any other material terms and conditions of the share purchase contracts including, without limitation, transferability and adjustment terms and whether the share purchase contracts will be listed on a stock exchange.

The Company will deliver an undertaking to the securities regulatory authority in each of the provinces and territories of Canada, that it will not distribute share purchase contracts that, according to their terms as described in the applicable prospectus supplement, are "novel" specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such prospectus supplement containing the specific terms of the share purchase contracts to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada where the share purchase contracts will be distributed.

Original purchasers of share purchase contracts will be granted a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such share purchase contract. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

PLAN OF DISTRIBUTION

The Company may sell the securities of the Company offered by this prospectus (collectively, the "Securities"), separately or together, to or through underwriters or dealers purchasing as principals for public offering and sale by them, and also may sell Securities to one or more other purchasers directly or through agents. Each prospectus supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the Securities (or the manner of determination thereof if offered on a non-fixed price basis, including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102), and the proceeds to the Company from the sale of the Securities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a reasonable effort to sell all of the Securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.

The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102, including sales made directly on the NEO or other existing trading markets for the Common Shares. Sales of Common Shares under an "atthe-market distribution", if any, will be made pursuant to an accompanying prospectus supplement. The volume and timing of any "at-the-market distributions" will be determined at the Company's sole discretion.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

Unless otherwise specified in the relevant prospectus supplement, in connection with any offering of Securities, other than an "at-the-market distribution", the underwriters, dealers or agents who participate in the distribution of Securities may over-allot or effect transactions intended to maintain or stabilize the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. No underwriter involved in an "at-the-market distribution", no affiliate of such an underwriter and no person or company acting jointly or in concert with such an underwriter may over-allot Common Shares in connection with the distribution or may effect any other transactions that are intended stabilize or maintain the market price of the Common Shares in connection with an "at-the-market distribution" including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities.

Unless stated to the contrary in any prospectus supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered, sold or delivered within the United States or to U.S. persons within the meaning of Regulation S under the U.S. Securities Act, except in certain transactions that are exempt from the registration requirements of the U.S. Securities Act. In addition, until 40 days after the commencement of an offering of Securities, an offer or sale of the Securities within the United States or to U.S. persons by any dealer, whether or not participating in the offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act. Each prospectus supplement with respect to the Company's securities being offered will set forth the terms of the offering, including:

• the person offering the securities;
• the name or names of any underwriters, dealers or other placement agents;

• the number and the purchase price of, and form of consideration for, our securities;

• any proceeds to the Company from such sale; and

• any commissions, fees, discounts and other items constituting underwriters', dealers' or agents' compensation.

PROMOTERS

Joshua Crumb is considered a promoter of Abaxx through his initiative in founding and organizing Abaxx. Joshua Crumb holds in the aggregate 11,055,032 Common Shares, representing 15.6% of the issued and outstanding Common Shares on a non-diluted basis. In addition, Joshua Crumb holds in the aggregate 454,250 options and 100,000 common share purchase warrants of Abaxx.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable prospectus supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Company's securities offered thereunder. Investors should read the tax discussion in any prospectus supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

LEGAL MATTERS

Certain legal matters related to the Company's securities offered by this prospectus will be passed upon on the Company's behalf by Peterson McVicar LLP, with respect to matters of Canadian law.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is KPMG LLP at its offices located at 333 Bay St, Suite 4600, Toronto, Ontario M5H 2S5. MNP LLP is the former auditor of the Company, with its offices located at 111 Richmond Street West, Toronto, Ontario M5H 2G4, and has prepared the Independent Auditors Report and audited the financial statements of the Company for the financial years ended December 31, 2020 and December 31, 2019 incorporated by reference herein.

The transfer agent and registrar of the Company is Computershare Trust Company of Canada with its principal offices in Vancouver, British Columbia and Toronto, Ontario.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

AGENT FOR SERVICE OF PROCESS

Certain directors of the Company reside outside of Canada. These directors have appointed the following agents for service of process:

Name of Persons	Name and Address of Agent
Thom McMahon	Peterson McVicar LLP
Catherine Flax-Kosecki	Suite 902, 18 King Street East,
	Toronto, ON Canada M5C 1C4

EXEMPTIVE RELIEF FROM NATIONAL INSTRUMENT 44-101

Pursuant to a decision of the Autorité des Marchés Financiers, the securities regulatory authority in the Province of Québec, dated 16 September 2021, the Company was granted relief from the requirement that this Prospectus and all documents incorporated by reference herein, as well as any prospectus supplement that relates to any future "at-themarket" distribution, must be in both the French and English languages. The Company is not required to file French versions of this Prospectus, the documents incorporated by reference herein or any prospectus supplement relating to an "at-the-market" distribution. This exemption was granted on the condition that this prospectus, together with any prospectus supplement, and any documentsincorporated by reference in the prospectus or any prospectus supplement, be translated into French if the Company offers securities to Québec purchasers in connection with an offering other than in relation to an "at-the-market" distribution.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of securities under an at-the-market distribution by Abaxx do not have the right to withdraw from an agreement to purchase the securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectussupplement, and any amendment relating to securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation.

Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of securities distributed under an at-the-market distribution by Abaxx may have against Abaxx or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

In an offering of warrants, or other convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages under Canadian securities laws for a misrepresentation contained in the prospectus or a prospectus supplement (or any amendment thereto) is limited, in certain provincial and territorial securities legislation, to the price at which the warrants, or other convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights, or consult with a legal advisor.

Original purchasers of convertible, exchangeable, or exercisable securities (including, as explained above, securities obtained upon an exchange of debt securities, securities obtained upon exercises of warrants, securities obtained from subscription receipts, and securities obtained from share purchase contracts), will have a contractual right of rescission against the Company in respect of the exercise of such convertible, exchangeable, or exercisable securities. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the convertible, exchangeable, or exercisable security, as applicable, the total of the amount paid on original purchase of the convertible, exchangeable, or exercisable security, as applicable and the amount paid upon exercise, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable, or exercisable security under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible, exchangeable, or exercisable security under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

CERTIFICATE OF THE COMPANY

Dated: November 4, 2021

This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) "Joshua Crumb" Chief Executive Officer

(Signed) "Steve Fray" Chief Financial Officer

On Behalf of the Board of Directors

(Signed) "Margot Naudie" Director

(Signed) "Scott Leckie" Director

CERTIFICATE OF THE PROMOTER

Dated: November 4, 2021

This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) "Joshua Crumb"

Promoter