Abaxx Technologies, Inc. signed a non-binding letter of Intent to acquire New Millennium Iron Corp (TSX:NML) for CAD 39.9 million in a reverse merger transaction on July 14, 2020. On September 18, 2020, an agreement was signed. Under the terms of the agreement, immediately following completion of the New Millennium's reorganization with Tata Steel Group, New Millennium will effect a consolidation of the issued and outstanding common shares in the capital on a 12-to-1 basis, resulting in 11.1 million shares issued and outstanding prior to the completion of the acquisition. Pursuant to the agreement, New Millennium's shares to be issued to the holders of common shares of Abaxx on the basis of 0.809 post-consolidation New Millennium share for every one Abaxx share resulting in the issuance of 51.2 million New Millennium shares. Upon completion of the reorganization and the acquisition, the resulting issuer will have 62.6 million shares outstanding, out of which 17.8% will be held by New Millennium's shareholders and 82.2% will be held by Abaxx's shareholders, including conversion of Abaxx's convertible debentures and the private placement. In addition, New Millennium will issue resulting issuer stock options and resulting issuer warrants, in exchange for the outstanding Abaxx stock options and warrants, respectively. Immediately prior to the completion of the acquisition, the resulting issuer is expected to change its name to Abaxx Technologies Inc. Upon completion, resulting issuer will apply to list on the TSX Venture Exchange. The shares of NML are expected to delist from the Toronto Stock Exchange at the close of business on December 14, 2020, and the resulting issuer's shares are expected to begin trading on the NEO Exchange under the symbol “ABXX” on December 18, 2020. No action is required by the shareholders of NML and Abaxx in connection with this change of listing. In case of termination, the terminating party shall pay a fee of CAD 0.5 million.

Concurrent with the completion of the acquisition, all officers and all but two Directors of New Millennium will resign and be replaced by nominees put forth by Abaxx. Joshua Crumb is anticipated to serve as President, Director and Chief Executive Officer of the resulting issuer and Aamer Siddiqui as Chief Financial Officer and Corporate Secretary. Joe Raia, Dan McElduff, Mason Wallick, Thom McMahon, Catherine Flax, Margot Naudie, W. Scott Leckie and Daniel P Owen are expected to become the Directors and/or Officers of the Resulting Issuer. The completion of the acquisition is subjected to receipt of all necessary third party, requisite regulatory, stock exchange, court or government approvals, the conditional approval of the NEO Exchange to the listing thereon of the resulting issuer shares, the absence of any material change or change in a material fact or a new material fact affecting New Millennium or Abaxx, completion of the reorganization of New Millennium, completion of the consolidation, conversion of all outstanding convertible debentures issued by Abaxx into Abaxx shares and entering into a unanimous shareholder agreement between the shareholders of Abaxx Commodity Exchange and Abaxx's ownership of Abaxx Commodity Exchange being no less than 80%, NMIC having completed its due diligence on the Abaxx IP to its entire satisfaction, Abaxx will not have incurred any liabilities other than those reasonably incurred in connection with transaction and will have spent its cash on hand at the date of this agreement exclusively (i) in the ordinary course of business, and (ii) for the purpose of completing the transaction, which liabilities shall not exceed CAD 0.1 million, Abaxx auditors will have completed all necessary audits and reviews of the Abaxx Financial Statements and audits or reviews of any subsequent period required by regulatory Authorities, receipt of signed resignations and releases from all of the directors and officers of NMIC and NMIC's auditors having completed all necessary audits and reviews of the NMIC's Financial Statements and audits. The transaction also requires approval from shareholders of Abaxx and New Millennium. Abaxx and New Millennium intends to hold respective shareholders meetings on November 13, 2020. As per the filing dated November 2, 2020, the shareholder's meeting of New Millennium is scheduled on November 23, 2020. Pursuant to the agreement, certain directors, officers and shareholders of Abaxx have agreed to support the acquisition and have each entered into voting and support agreements with Abaxx to vote their Abaxx shares in favor of the acquisition at the annual and special meeting of Abaxx shareholders. The transaction is unanimously approved by the Board of Directors of New Millennium and will recommend shareholders to vote in favor of transaction. The shareholders of the New Millennium approved the transaction on November 23, 2020. Completion of the transaction remains subject to customary closing conditions, including final approval of the TSX and NEO. On December 10, 2020, NEO Exchange Inc. conditionally approved the application to list common shares. On December 11, 2020, reorganization with Tata Steel Group was completed. The acquisition is expected to close on or around November 30, 2020. As per filing on December 11, 2020, the transaction is expected to close on or about December 14, 2020. Cormark Securities Inc. acted as a financial advisor to Abaxx Technologies. Pascal de Guise of Blake, Cassels & Graydon LLP acted as a legal advisor and Cairn Merchant Partners LP acted as a financial advisor to New Millennium Iron Corp. Dennis Peterson of Peterson McVicar LLP served as legal advisor to Abaxx. Fasken Martineau DuMoulin LLP acted as the legal advisor to Cormark Securities Inc.

Abaxx Technologies, Inc. completed the acquisition of New Millennium Iron Corp (TSX:NML) in a reverse merger transaction on December 14, 2020. Upon completion of the transaction, the resulting issuer will be a software technology company and will carry on the business and activities of Abaxx Technologies, Inc. Abaxx Technologies Inc. shares will begin trading on December 18, 2020 under the symbol "ABXX". Upon closing, the resulting issuer's Board is composed of Margot Naudie, Catherine Flax, Joshua Crumb, Thom McMahon, W. Scott Leckie, and Daniel P. Owen. Joshua Crumb has become the President and Chief Executive Officer and Robert Boisjoli has become Chief Financial Officer and Corporate Secretary of resulting issuer. On October 15, 2020, the court granted the interim Order and on November 23, 2020, court granted the final order. New Millennium Iron Corp., a TSX-listed company, automatically delisted from the TSX at the close of trading on December 14, 2020. Computershare Trust Company of Canada acted as the transfer agent and registrar to New Millennium Iron Corp.