MineHub Technologies closes Jules AI acquisition

Mr. Andrea Aranguren reports MINEHUB COMPLETES ACQUISITION OF JULES AI, CREATING COMPREHENSIVE END-TO-END DIGITAL PLATFORM FOR PRIMARY AND RECYCLED MATERIALS MineHub Technologies Inc. has closed the acquisition of Jules AI from Nyteco Inc., a Toronto-based incubator that is arm's length to the company, in exchange for common shares of MineHub and cash. The transaction was completed in accordance with the definitive asset purchase agreement dated Sept. 24, 2025, as amended, among the company, Nyteco, Nyteco France SASU, and certain individuals as guarantors of Nyteco. Andrea Aranguren, chief executive officer of MineHub, commented: "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. We are excited about the opportunities this technology unlocks for our customers and the broader industry." Pursuant to the closing of the asset purchase agreement, MineHub acquired Jules AI from Nyteco in exchange for initial consideration comprising the issuance to Nyteco of 2,550,960 MineHub shares issued at a deemed price of 74 Canadian cents per MineHub share on closing of the transaction and cash consideration of $469,806 (U.S.) payable to Nyteco in two instalments, with the first payment of $227,034 (U.S.) completed on closing and the second payment of $242,772 (U.S.) to be completed in December, 2025. The consideration shares are, and any earnout shares or WC (working capital) shares issued (if any) (both as defined below), will be subject to contractual restrictions on resale beginning from the date of closing, as well as a statutory hold period of four months and one day from their respective issue dates in accordance with Canadian securities laws. In accordance with the lock-up restrictions, Nyteco may not sell, pledge, encumber, assign or otherwise dispose of or transfer any of the consideration shares or WC shares (if any), without the prior consent of the company, until they become free trading in accordance with the release schedule set forth in the asset purchase agreement, whereby 10 per cent will be released 13 months following closing, 15 per cent will be released 25 months following closing and the balance will be released 37 months following closing. The earnout shares, if any are issued, are also subject to lock-up restrictions that extend for various time periods from the date of issuance, up to 49 months from closing, with the earliest earnout releasing at 37 months from closing (whether issued at the first anniversary or second anniversary of closing). Future earnout consideration in cash or shares may be paid as such terms were described in the company's news release of Sept. 25, 2025. Further, the company may, at its sole discretion, pay any working capital related adjustments to the purchase price in accordance with the asset purchase agreement by issuing MineHub shares. Haywood Securities Inc. acted as financial adviser to MineHub in connection with the transaction. Haywood received an advisory fee of $100,000 (Canadian) (plus applicable taxes) in connection with closing, which the company paid on closing by issuing 135,135 MineHub shares at a deemed price of 74 Canadian cents per MineHub share. Such MineHub shares have a statutory hold period of four months and one day from the date of issuance. The transaction remains subject to the final approval of the TSX Venture Exchange. About Jules AI Jules AI simplifies and fully automates tasks for companies that buy, sell and trade recycled materials and alloys. Jules AI streamlines processes from order placement to payment while delivering live insights to decision makers. Jules AI is commodity agnostic and automates everything from international or domestic orders and warehouses or back-to-back trades to shipments by bulk, containers, railcars, barges or trucks. From advance payments and letters of credit, whether hedged or not, all workflows can be simplified and automated with Jules AI. About MineHub Technologies Inc. MineHub is the digital supply chain platform for the commodity markets, making raw material supply chains more efficient, resilient and sustainable. MineHub provides enterprise-grade digital solutions that connect buyers, sellers, laboratories and financiers within physical commodities supply chains in a digitally integrated workflow powered by data that is useable, shareable, verifiable and unforgeable. Users of MineHub solutions are in full control of their supply chains, enabling them to optimize their use of resources, respond better and faster to disruptions and provide a better customer service. Global enterprises already use MineHub solutions as part of their logistics, compliance, trade management and financing operations. We seek Safe Harbor.