TORONTO, June 25, 2025 (GLOBE NEWSWIRE) -- KMT-Hansa Corp. (NEX: KMC.H) ("KMT" or the "Company"), at the request of the TSX Venture Exchange, is providing the following updates on its previously announced memoranda of understanding with each of Lixu (ASUS) Innovations Limited ("Lixu") and Astra Algorithm Limited ("Astra"), both of which are arm's length parties to the Company.
Lixu Memorandum of Understanding
As disclosed in its press release of June 6, 2025, KMT and Lixu entered into a memorandum of understanding dated June 5, 2025 (the "Lixu MOU") whereby KMT and Lixu will collaborate to establish a subsidiary or joint venture, (the "KMT-Tera10 Sub") to further develop offerings within the Tera10 ecosystem.
Under the terms of the Lixu MOU, the Company has the right to acquire up to 49% of the issued and outstanding shares of KMT-Tera10 Sub (the "KMT-Tera10 Sub Shares"). The Company anticipates that it will initially acquire a 10% ownership interest of the KMT-Tera10 Sub Shares. Neither the valuation of KMT-Tera10 Sub nor the purchase price of the KMT-Tera10 Sub Shares are currently known. The Company will be conducting due diligence on both Lixu and KMT-Tera10 Sub.
The final purchase price for the KMT-Tera10 Sub Shares and the valuation of KMT-Tera10 Sub will be determined after the Company completes its due diligence. Payment for the KMT-Tera10 Sub Shares may involve cash, the issuance of common shares in the capital of KMT (the "Lixu Payment Consideration Shares"), or a combination of both. The price for any Lixu Payment Consideration Shares will be set based on market conditions.
The Company will issue a press release every thirty (30) days to provide updates on the proposed acquisition of the KMT-Tera10 Sub Shares.
Astra Memorandum of Understanding
As disclosed in its press release of May 8, 2025, KMT and Astra entered into a memorandum of understanding dated May 6, 2025 (the "Astra MOU") whereby KMT and Astra will collaborate to establish a subsidiary or joint venture, (the "KMT-inBlock Sub") to further the products and services to be offered within the inBlock ecosystem.
Under the terms of the Astra MOU, the Company has the right to acquire up to 49% of the issued and outstanding shares of KMT-inBlock Sub (the "KMT-inBlock Sub Shares"). The Company anticipates that it will initially acquire a 10% ownership interest of the KMT-inBlock Sub Shares. Neither the valuation of KMT-inBlock Sub nor the purchase price of the KMT-inBlock Sub Shares are currently known. The Company will be conducting due diligence on both Astra and KMT-inBlock Sub.
The final purchase price for the KMT-inBlock Sub Shares and the valuation of KMT-inBlock Sub will be determined after the Company completes its due diligence. Payment for the KMT-inBlock Sub Shares may involve cash, the issuance of common shares in the capital of KMT (the "Astra Payment Consideration Shares"), or a combination of both. The price for any Astra Payment Consideration Shares will be set based on market conditions.
The Company will issue a press release every thirty (30) days to provide updates on the proposed acquisition of the KMT-inBlock Sub Shares.
Financing
In connection with the acquisition of the KMT-Tera10 Sub and KMT-inBlock Sub shares, KMT may complete a financing (the "Financing") of securities, to be priced in the context of the market. The Financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by the Company based on discussions with investors. The proceeds of the Financing will be used to finance the acquisition of the KMT-Tera10 Sub and KMT-inBlock Sub shares.
Further particulars regarding the Financing will be disclosed in subsequent news releases relating to the memoranda of understanding. KMT acknowledges that an agent may be engaged to act as agent on a "commercially reasonable efforts" basis for the Financing and in connection therewith may be paid a commission in an amount to be determined.
About Lixu / Tera10
Tera10 is an integrated hardware and software design lab renowned for its expertise in whole IC design, hardware optimization, comprehensive AI solutions, and custom software development services. It is a leading innovator in Web 3.0 hardware/software co-design, with a team celebrated for applying theoretical research to mass product manufacturing. Tera10's AI segment delivers holistic AI solutions, including AI chips, algorithm development, hardware modules, end-products, and software services across Web 3.0 ecosystems. For mining and decentralized computing, Tera10 collaborates with Astra's software team to design customized computing algorithms that utilize Astra's AI-integrated computing solution know-how. Astra's algorithm portfolio offers a customizable, balanced automated portfolio mining function, enabling "Mine to Managed" portfolio management with personalized structured-product offerings directly accessible via mobile app or web interface on mining machines or computing hardware. This approach ensures higher overall performance efficiency with crucial high computing density for blockchain and AI solutions.
About inBlock
inBlock, which was developed by a team comprised of former personnel from Huobi Global Limited ("Huobi"), is a cutting-edge cloud computing technology service provider specializing in Blockchain-as-a-Service (BaaS). Leveraging its deep expertise in blockchain technology, inBlock delivers platform-based solutions across various sectors, including metaverse, gaming, legal tech, and enterprise services, catering to both corporate and institutional clients.
At the core of inBlock's innovation is the strategic integration of AI and blockchain, designed to enhance the security, transparency, and efficiency of AI applications. By leveraging blockchain's immutable ledger, businesses can develop advanced AI models with greater data integrity and trustworthiness, ensuring compliance and reliability in an increasingly data driven world.
inBlock is committed to empowering clients by maximizing the synergies between AI and blockchain. This integration unlocks benefits such as enhanced scalability, fortified security, optimized transaction efficiency, improved energy utilization, and next generation data management solutions. By leveraging these innovations, businesses can future proof their operations and remain at the forefront of technological advancement.
Beyond infrastructure and integration, inBlock has also pioneered platform-based mint-to-market services, enabling businesses to create exclusive digital experiences, secure ownership of digital assets, and expand into high-growth sectors such as the metaverse and gaming industry. Through its advanced AI and blockchain solutions, inBlock continues to drive the evolution of digital ecosystems, providing enterprises with scalable, secure, and future-ready technology solutions.
Astra will leverage its regional expertise and network in Asia to support KMT in identifying strategic opportunities and collaboration partners in the blockchain and AI sectors, particularly in Taiwan.
In addition, the Company would like to provide the following updates:
| (i) | Further to its press release of December 4, 2025, the Company has closed the settlement of $768,746.92 of indebtedness through the issuance of an aggregate of 19,218,673 common shares of the Company (the "Debt Shares") at a deemed price of $0.04 per Share. The indebtedness was owed to four (4) arm's length parties. The Debt Shares are subject to a statutory hold period expiring on July 29, 2025. |
| (ii) | Mr. Donald Wu was appointed President and Chief Executive Officer. |
Cautionary Statements
As of the date of this press release, KMT-Tera10 Sub and KMT-inBlock Sub have not yet been incorporated for the purposes of the transactions described in this press release. Consequently, financial information pertaining to these entities is not currently available. Should KMT proceed with the proposed acquisition of shares in KMT-Tera10 Sub and KMT-inBlock Sub, both entities will be duly incorporated. At such time, KMT will provide all necessary financial information in full compliance with applicable securities laws and regulatory requirements
KMT currently anticipates that the acquisition of the KMT-Tera10 Sub and KMT-inBlock Sub Shares (collectively, the "Proposed Acquisition") will not constitute a Change of Business or a Reverse Take-Over (as such terms are defined by the TSX Venture Exchange (the "Exchange")). In the event that the final form of the Proposed Acquisition does constitute a Change of Business or a Reverse Take-Over, the Company's securities may be subject to an additional trading halt and additional requirements may be required prior to the Proposed Acquisition being approved by the Exchange. There can be no assurance that KMT will be able to satisfy any additional Exchange requirements.
Completion of the Proposed Acquisition is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, shareholder approval. Where applicable, the Proposed Acquisition cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the Proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of KMT-Hansa Corp. should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Acquisition and has neither approved nor disapproved the contents of this press release.
All information contained in this press release with respect to Lixu and Astra was supplied by the parties for inclusion herein, without independent review by KMT, and KMT and its directors and officers have relied on Lixu and Astra for any information concerning themselves.
For further information please contact:
Donald Wu
Chief Executive Officer
Email: info@kmt-hansa.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements which are not composed of historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, availability and costs of financing needed in the future, changes in equity markets and delays in the development of projects on factors relevant to the Company's business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
