Abaxx Technologies : Annual information form - Year Ended December 31, 2021 and 2020

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2021

ABAXX TECHNOLOGIES INC.

March 31, 2022

TABLE OF CONTENTS

GLOSSARY ..................................................................... 2

PRELIMINARY MATTERS ........................................... 4

CAUTIONARY NOTE REGARDING FORWARD-

LOOKING INFORMATION AND RISKS ..................... 4

INTRODUCTION ............................................................ 6

CORPORATE STRUCTURE .......................................... 7

Name, Address, Incorporation, and Corporate

Organizational Chart .................................................... 7

GENERAL DEVELOPMENT OF THE BUSINESS ...... 8

Three Year History ....................................................... 8

Anticipated Changes in the Company's Business ...... 11

Significant Acquisitions ............................................. 11

BUSINESS OF THE COMPANY ................................. 11

ACX Business ............................................................ 12

Abaxx Exchange Marketing Strategy ......................... 13

Regulatory Framework in Singapore .......................... 13

Regulatory Framework in Canada .............................. 15

Regulatory Framework in Other Jurisdictions ............ 15

Abaxx Tech Business ................................................. 15

Specialized Skill and Knowledge ............................... 19

Competitive Conditions .............................................. 20

Operations .................................................................. 20

Cycles 20

Economic Dependence ............................................... 20

Future Milestones and Products ................................. 20

Reorganizations .......................................................... 24

Other Licensing Partners & Portfolio Investments ..... 24

Operations in an Emerging Market Jurisdiction ......... 26

Risk Factors ................................................................ 28

DIVIDENDS AND DISTRIBUTIONS ......................... 44

DESCRIPTION OF CAPITAL STRUCTURE .............. 44

MARKET FOR SECURITIES ....................................... 44

Trading Price and Volume ......................................... 44

Prior Sales .................................................................. 45

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS

ON TRANSFER ............................................................. 46

DIRECTORS AND OFFICERS ..................................... 46

Cease Trade Orders, Bankruptcies, Penalties or

Sanctions .................................................................... 47

Conflicts of Interest .................................................... 48

AUDIT COMMITTEE INFORMATION ...................... 48

Audit Committee Charter ........................................... 49

Composition of the Audit Committee ........................ 49

PROMOTERS ................................................................ 49

LEGAL PROCEEDINGS AND REGULATORY

ACTIONS ....................................................................... 50

INTEREST OF MANAGEMENT AND OTHERS IN

MATERIAL TRANSACTIONS .................................... 50

TRANSFER AGENT AND REGISTRAR .................... 50

MATERIAL CONTRACTS ........................................... 50

INTERESTS OF EXPERTS ........................................... 51

ADDITIONAL INFORMATION .................................. 51

ABAXX TECHNOLOGIES INC. AUDIT

COMMITTEE CHARTER ......................................... 52

• 1.0 Mandate ........................................................ 52

• 2.0 Composition and Membership ...................... 52

• 3.0 Duties and Responsibilities ........................... 53

• 4.0 Funding for the Independent Auditor and

Retention of Other Independent Advisors .................. 56

5.0 Procedures for Receipt of Complaints and

Submissions Relating to Accounting Matters ............ 56

6.0 Procedures for Approval of Non-Audit

Services ...................................................................... 57

• 7.0 Reporting ...................................................... 57

• 8.0 Access to Information and Authority ............ 57

• 9.0 Review of Charter ......................................... 58

GLOSSARY

"Abaxx" means Abaxx Technologies Inc.;

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

"Abaxx Tech Holdco" means Abaxx Technologies Holdco. Inc., a corporation incorporated under the CBCA and a wholly owned subsidiary of Abaxx;

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

"ACH" means approved clearinghouse licensed by MAS;

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

"ACX MLA" means the exclusive software master license agreement, executed on May 15, 2019, between Abaxx Tech and ACX;

"ACX Royalty" means the royalty agreement executed on February 1, 2019 whereby ACX granted to Abaxx Tech a two percent (2%) royalty on gross revenue during the indefinite royalty term;

"ACX Shares" means common shares of ACX;

"AIF" means this annual information form for the financial year ended December 31, 2021;

"Base Carbon" means Base Carbon Inc., a company existing under the laws of the Province of Ontario and listed on the NEO;

"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.), a corporation incorporated under the ABCA;

"ESG" means Environmental, Social and Governance;

"FCM" means futures commission merchant;

"LNG" means liquified natural gas;

"MAS" means Monetary Authority of Singapore;

"NEO" means the NEO Exchange Inc.;

"New Millennium" means New Millennium Iron Corp.;

"Old Abaxx" means Abaxx Technologies Inc., the predecessor corporation to Abaxx incorporated under the CBCA, prior to the RTO Transaction;

"Old Abaxx Share" means a common share of Old Abaxx;

"Operem" means Operem Inc., a U.S. based developer of a technologically innovative intellectual property asset exchange;

"Pre-Listing Abaxx Financing" means the non-brokered private placement of 6,484,020 Old Abaxx Shares at a price of $0.80 per Old Abaxx Share for gross proceeds of $5,187,216;

"Preference Share" means a preference share of Old Abaxx;

"Recognized Market Operator" or "RMO" means a securities or commodity exchange licensed by the Monetary Authority of Singapore or "MAS";

"RTO Transaction" means the business combination involving New Millennium and Abaxx that resulted in a reverse take-over of New Millennium by Abaxx pursuant to a plan of arrangement among New Millennium, 12404206 Canada Inc., and Abaxx, following which, securityholders of Abaxx owned the substantial majority of the Common Shares;

"Shareholder" means a holder of Common Shares;

"Sponsor" has the meaning specified in TSX Venture Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements; and

"TSXV" means the TSX Venture Exchange.

PRELIMINARY MATTERS

Interpretation

Unless the context otherwise requires, all references in this annual information form to the "Company", "we", "us" and "our" refer to Abaxx Technologies Inc. and its subsidiaries.

Unless otherwise noted, the information set forth in this annual information form is current as of December 31, 2021.

Currency Presentation and Exchange Rate Information

In this annual information form, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. All references to "dollars", "$" or "C$" are to Canadian dollars, all references to "US$" are to United States dollars and all references to SGD$ are to Singapore Dollars. As of March 31, 2022, the daily average exchange rate reported by the Bank of Canada was US$1.00 = CDN$1.25 or CDN$1.00 = US$0.8 and SGD$1.00 = US$0.74 or US$1.00 = SGD$1.36.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISKS

This AIF contains or refers to certain forward-looking information. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "may", "potential" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. All information, other than information regarding historical fact that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information does not constitute historical fact but reflects the current expectations of the Company regarding future results or events based on information that is currently available. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Such forward-looking statements in this AIF speak only as of the date of this AIF. Forward-looking statements in this AIF include, but are not limited to, statements with respect to:

• • 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 product features;

• • the market for the Company's products and services and competitive conditions;

• • the Company's pricing and revenue models;

• • the 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; and

• • the Company's ability to monitor, assess and manage the impact of the COVID-19 pandemic.

With respect to the forward-looking information contained in this AIF, the Company has made certain assumptions regarding, among other things: (i) cash flow from the Company's operations; (ii) general economic, financial market, regulatory and political conditions in which the Company operates; (iii) consumer interest in the Company's products; (iv) competition; (v) anticipated and unanticipated costs; (vi) government regulations applicable to the Company's business and operations, and its impacts thereon; (vii) the Company's ability to obtain qualified staff, equipment, and services in a timely and cost-efficient manner; (viii) the Company's ability to conduct operations in a safe, efficient and effective manner; (ix) the Company's ability to carry out its marketing plans and their effectiveness; (x) the efficacy of the Company's security measures; and (xi) the Company's product development plans and timeframes for completion. Although the Company believes that the assumptions inherent in any forward-looking information are reasonable, forward-looking information is not a guarantee of future events or performance and, accordingly, readers are cautioned not to place undue reliance on such information due to the inherent uncertainty therein.

Risks and other factors that could cause actual results or events to differ materially those expressed in forward-looking information include, but are not limited to: the limited operating history of the Company; the competitive nature of the financial