Minehub Completes Acquisition Of Jules AI, Creating Comprehensive End-To-End Digital Platform For Primary And Recycled Materials
Andrea Aranguren, CEO 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 comprised of the issuance to Nyteco of 2,550,960 MineHub Shares issued at a deemed price of C$0.74 per MineHub Share (the " Consideration Shares ") on closing of the Transaction (the " Closing ") and cash consideration of US$469,806 payable to Nyteco in two installments, with the first payment of US$227,034 completed on Closing, and the second payment of US$242,772 to be completed in December 2025.
The Consideration Shares are, and any Earn-Out Shares or WC Shares issued (if any) (both as defined below) will be, subject to contractual restrictions on resale (the " Lock-Up Restrictions ") 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% will be released 13 months following Closing, 15% will be released 25 months following Closing, and the balance will be released 37 months following Closing. The Earn-Out 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 earn-out releasing at 37 months from Closing (whether issued at the first anniversary or second anniversary of Closing).
Future earnout consideration in cash or shares ("Earn-Out Shares") may be paid as such terms were described in the Company's news release of September 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 ("WC Shares").
Haywood Securities Inc. (" Haywood ") acted as financial advisor to MineHub in connection with the Transaction. Haywood received an advisory fee of C$100,000 (plus applicable taxes) in connection with Closing, which the Company paid on Closing by issuing 135,135 MineHub Shares at a deemed price of C$0.74 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. For more information about Jules AI, please visit:
About MineHub
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.
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