MineHub Technologies closes Jules AI acquisition

Executive Summary

• MineHub Technologies Inc. has closed the acquisition of Jules AI from Nyteco Inc., integrating an AI-driven platform for primary and recycled materials into its existing digital supply chain ecosystem.
• The transaction consideration consists of approximately 2.55 million MineHub common shares valued at a deemed price of 74 Canadian cents per share, plus $469,806 USD in cash.
• The acquisition is subject to final approval by the TSX Venture Exchange, and significant portions of the issued shares are subject to multi-year lock-up periods.

Key Details

• Transaction Structure: Asset purchase agreement closed between MineHub Technologies Inc. and Nyteco Inc. (arm's length).
• Consideration - Shares: MineHub issued 2,550,960 common shares to Nyteco.
• Share Valuation: Deemed price of 74 Canadian cents per share.
• Consideration - Cash: Total cash consideration of $469,806 USD, paid in two installments:
  • $227,034 USD paid on closing.
  • $242,772 USD payable in December 2025.
• Advisory Fees: Haywood Securities Inc. received a $100,000 CAD advisory fee, paid via the issuance of 135,135 MineHub shares at the deemed price of 74 Canadian cents per share.
• Lock-up Restrictions (Nyteco):
  • Statutory hold period: 4 months and 1 day.
  • Contractual release schedule:
    • 10% released 13 months post-closing.
    • 15% released 25 months post-closing.
    • Balance released 37 months post-closing.
• Earnout Provisions: Future earnout consideration (cash or shares) may be paid per terms in the Sept. 25, 2025 release. Earnout shares (if issued) are subject to lock-ups extending up to 49 months from closing, with earliest release at 37 months.
• Working Capital Adjustments: MineHub may issue additional shares for working capital adjustments at its sole discretion.
• Regulatory Status: Transaction remains subject to final approval of the TSX Venture Exchange.
• Asset Acquired: Jules AI, an AI-driven platform automating workflows for trading recycled materials and alloys (data entry, compliance, order placement, payment, logistics).

Notable Quotes

• "The closing of the Jules AI acquisition marks a pivotal moment for MineHub and the future of the recycling industries. Jules AI's innovative, AI-driven platform directly addresses the persistent inefficiencies that have plagued these markets. By automating critical functions from data entry to compliance, we're not just modernizing workflows -- we're equipping traders with the tools they need to thrive in a rapidly evolving landscape." — Andrea Aranguren, CEO of MineHub