HUB Cyber Security Signs Term Sheet to Expand Trust Rails Infrastructure into Real-World Asset Validation with a Tier-1 Fully Permitted Critical Minerals Asset

Rhea-AI Summary

HUB Cyber Security (Nasdaq: HUBC) signed a Term Sheet to acquire 100% of Ferrox Critical Minerals and its Tivani project in South Africa, a fully permitted, NI 43-101 magnetite and ilmenite asset hosting approximately 519 million tons of ore and positioned for production, processing, and sales in FY 2026.

The proposal contemplates $125 million in staged equity consideration, an initial issuance equal to 19.9% of HUB shares, and milestone-based share exchanges; closing remains subject to due diligence, definitive agreements, shareholder approval, and regulatory conditions.

Positive

• 519 million tons of titaniferous magnetite ore (measured and indicated)
• Asset is fully permitted and NI 43-101 compliant
• FY 2026 positioned to commence production, processing, and sales
• Over $70 million invested to date in Tivani development
• $125 million structured equity consideration for the acquisition
• Initial 19.9% share issuance ties asset value to HUB equity

Negative

• Initial issuance causes immediate 19.9% equity dilution for shareholders
• Additional share exchanges tied to milestones may produce further dilution
• Transaction remains conditional on due diligence, approvals, and shareholder vote
• Commercialization and revenue timing uncertain and subject to market conditions

Key Figures

Ore resource size: 519 million tons Invested to date: US$70 million Equity consideration: $125 million +5 more

8 metrics

Ore resource size 519 million tons Titaniferous magnetite ore at Tivani project

Invested to date US$70 million Capital already invested in Tivani project

Equity consideration $125 million Total equity consideration contemplated for Ferrox acquisition

Initial share issuance 19.9% of outstanding shares First-stage issuance upon definitive agreements

Acquisition stake 100% Stake in Ferrox Critical Minerals Ltd. to be acquired

Performance milestones 3 milestones Additional share issuances tied to Tivani project milestones

Production timing FY 2026 Tivani positioned to commence production, processing and sales

Critical minerals types Titanium, iron, vanadium Key exposures of Tivani project

Market Reality Check

Price: $2.20 Vol: Volume 235,339 is 1.33x t...

normal vol

$2.20 Last Close

Volume Volume 235,339 is 1.33x the 20-day average of 176,320, indicating elevated interest ahead of the deal. normal

Technical Shares at $2.60 trade well below the 200-day MA of $26.28, 98.36% below the 52-week high and 26.21% above the 52-week low.

Peers on Argus

HUBC gained 14.04% while only one peer in the scanner, MCRP, moved meaningfully,...

1 Up

HUBC gained 14.04% while only one peer in the scanner, MCRP, moved meaningfully, up about 5% with no related news. Other listed software infrastructure peers showed mixed, mostly modest moves, suggesting HUBC’s reaction was stock-specific rather than sector-driven.

Historical Context

5 past events · Latest: Feb 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 09	Product launch	Positive	-2.4%	Launch of SecureRide™ trust infrastructure for global rideshare platforms.
Feb 04	Strategy update	Positive	+3.1%	CEO letter outlining growth, balance sheet focus, and asset‑backed trust strategy.
Jan 27	Listing notice	Negative	+0.0%	Nasdaq notice of non‑compliance with US$35M MVLS requirement and 180‑day window.
Jan 14	Reverse split	Negative	-34.8%	Announcement of 1-for-15 reverse share split to help maintain Nasdaq compliance.
Jan 12	Management change	Positive	+7.1%	Appointment of experienced CFO to lead global finance and capital markets strategy.

Pattern Detected

Price has often reacted strongly to corporate structure and strategic updates, with mixed alignment for product launches and regulatory notices.

Recent Company History

In the last few months, HUBC navigated several structural and strategic milestones. A 1-for-15 reverse split on Jan 15, 2026 and a Nasdaq MVLS deficiency notice on Jan 27, 2026 underscored listing pressures. Leadership and strategy were refreshed with a new CFO on Jan 12, 2026 and a CEO shareholder letter on Feb 4, 2026 describing balance sheet strengthening and asset‑backed digital infrastructure. The Feb 9, 2026 SecureRide™ launch extended Trust Rails into rideshare. Today’s critical minerals acquisition term sheet continues that pivot toward asset‑anchored trust infrastructure.

Market Pulse Summary

This announcement outlined HUBC’s plan to acquire 100% of Ferrox and its NI 43‑101 compliant Tivani ...

Analysis

This announcement outlined HUBC’s plan to acquire 100% of Ferrox and its NI 43‑101 compliant Tivani project, adding exposure to 519 million tons of titanium‑, iron‑ and vanadium‑rich ore. The deal structure includes up to $125 million in equity consideration, with an initial 19.9% share issuance and further tranches tied to 3 milestones. Investors may watch closing conditions, commercialization progress toward FY 2026, and how the asset integrates into Trust Rails.

Key Terms

term sheet, ni 43-101, magnetite, ilmenite, +3 more

7 terms

term sheet financial

"announced that it has entered into a Term Sheet intended to expand its Trust Rails"

A term sheet is a short, non-binding summary of the main points agreed between parties before a formal investment, loan, or acquisition is completed. Think of it as a blueprint that lists price, ownership split, key rights and conditions, and timelines so everyone knows the deal’s structure before lawyers draft final contracts. Investors care because it signals the likely economic terms, risks, and protections they will get and can make or break whether a transaction proceeds.

ni 43-101 regulatory

"a fully permitted, NI 43-101 compliant magnetite and ilmenite asset positioned to"

A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.

magnetite medical

"a fully permitted, NI 43-101 compliant magnetite and ilmenite asset positioned"

A black iron-oxide mineral that naturally acts like a tiny magnet and is a common source of iron used in steelmaking, heavy industry and certain battery and pigment applications. Investors care because magnetite deposits are mined as a raw commodity whose value tracks demand for steel, electric vehicle and energy-storage materials, and because its magnetic and chemical properties can affect processing costs, product markets and environmental cleanup liabilities.

ilmenite medical

"a fully permitted, NI 43-101 compliant magnetite and ilmenite asset positioned"

Ilmenite is a common dark mineral made of iron and titanium oxide and is the primary ore used to make titanium dioxide pigment and, after processing, titanium metal. It matters to investors because ilmenite is the raw material behind products ranging from white paint and plastics to aircraft and industrial parts, so changes in its supply, mining costs or trade flows can affect the costs, profits and competitiveness of companies across multiple industries — much like crude oil does for energy and transport.

due diligence financial

"The transaction is subject to due diligence, definitive agreements, regulatory approvals"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

regulatory approvals regulatory

"The transaction is subject to due diligence, definitive agreements, regulatory approvals"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

offtake financial

"advance staged commercialization through strategic offtake and customer arrangements focused"

An offtake is a contract where a buyer commits in advance to purchase a company’s future output—such as raw materials, energy or finished goods—often at agreed volumes and prices. For investors, an offtake provides predictable revenue and lowers the risk that production will go unsold, similar to a long-term subscription or pre-order that helps a factory or mine secure funding and plan operations with greater confidence.

AI-generated analysis. Not financial advice.

Anchoring Military-Grade Secured Data Fabric Beyond Financial Institutions to Strategic Titanium, Iron, and Vanadium Infrastructure

TEL AVIV, Israel, Feb. 17, 2026 (GLOBE NEWSWIRE) -- HUB Cyber Security Ltd. (Nasdaq: HUBC) (“HUB” or the “Company”), today announced that it has entered into a Term Sheet intended to expand its Trust Rails infrastructure into real-world asset validation through the acquisition of 100% of Ferrox Critical Minerals Ltd. (“Ferrox”) and its world class Tivani minerals project in South Africa, a fully permitted, NI 43-101 compliant magnetite and ilmenite asset positioned to commence production, processing and sales in FY 2026.

HUB operates at the intersection of military-grade cybersecurity and Secured Data Fabric (“SDF”) infrastructure built for regulated, sovereign, and mission-critical environments. Trust via SDF has secured data, enforced compliance, and validated transactions across banks, financial institutions, and regulated enterprises.

Trust Rails extends that foundation beyond data protection into system-level validation, transaction control, identity enforcement, and compliance orchestration across regulated ecosystems. The integration of verified real-world assets expands that architecture, enabling physical assets to be governed, validated, and transacted within the same trust infrastructure that already secures data, permissions, and regulated workflows.

The Tivani Project

The Tivani project hosts approximately 519 million tons of titaniferous magnetite ore, including other measured and indicated resources, with meaningful titanium dioxide, iron, and vanadium exposure aligned with aerospace, defense, energy transition, and advanced manufacturing supply chains.

The asset benefits from secured mining rights, an experienced management team, environmental approvals, water licenses, established rail infrastructure and deep-water port connectivity. More than US$70 million has been invested to date in the Tivani project, materially advancing the project to the development phase and positioning it for staged commercialization.

Strategic Integration

Upon closing, the Tivani Tier-1 critical minerals asset is expected to serve as a foundational revenue-bearing anchor within HUB’s Trust Rails platform, securing it to a large-scale, fully permitted resource base with long-duration industrial relevance.

Subject to the execution of definitive agreements and the subsequent closing of the transaction, HUB anticipates that Tivani will establish a disciplined path to monetization across both the physical and digital layers of the ecosystem.

On the asset side, the Company intends to advance staged commercialization through strategic offtake and customer arrangements focused on titanium dioxide feedstock, iron, and vanadium.

Concurrently, Trust Rails is expected to drive enterprise platform growth through recurring software, services, and usage-based workflows dedicated to validation, authorization, compliance enforcement, and asset-linked transaction controls, with HUB’s secure platform serving as the native utility layer across these operations.

Trust infrastructure secured by SDF.
Validation extended to real-world assets.
One integrated architecture.

The Company notes that these expectations are forward-looking and remain subject to market conditions, project execution milestones, and other contingencies.

Executive Commentary

“Tivani is Tier-1, fully permitted, NI 43-101 scale critical minerals with real industrial relevance across aerospace, defense, and energy transition,” said Noah Hershcoviz, Chief Executive Officer of HUB Cyber Security Ltd. “Trust is infrastructure. Validating 519 million tons of strategic resources inside regulated digital systems raises the standard for asset-backed enforcement. This transaction strengthens our balance sheet and advances Trust Rails from digital validation into asset-backed infrastructure. It establishes the foundation for industrial-scale RWA validation inside regulated systems. We are building the infrastructure that connects physical value to digital trust.”

“Titanium and iron-bearing resources are designated as strategic under Western critical minerals frameworks. Industrial resilience and supply chain security continue to drive demand for secure, large-scale, industrial-grade resource validation,” said Terrence Duffy, Chief Executive Officer of Ferrox Critical Minerals Ltd. “From inception, Ferrox has focused on building a scalable critical minerals platform, not just developing a single mine. Tivani was planned for long-life production, downstream processing, and strategic supply chain relevance. Partnering with HUB is expected to accelerate that trajectory and integrates Ferrox into a secure, defense-grade industrial ecosystem serving regulated and mission-critical customers.”

Systematic Execution

The proposed transaction contemplates the issuance by HUB of $125 million in equity consideration in four stages, based on the prevailing market price of HUB’s shares at each issuance.

The first stage would occur upon the execution of definitive agreements, at which time HUB would issue 19.9% of its outstanding shares for shares of Ferrox of equivalent value.

Subject to the approval of HUB’s shareholders, the balance of the outstanding shares of Ferrox would be exchanged for additional HUB shares upon the satisfaction of each of three performance milestones of the Tivani project.

The transaction is subject to due diligence, definitive agreements, regulatory approvals and customary conditions. There can be no assurance that the agreements will be signed or that the transaction will be consummated.

About HUB Cyber Security Ltd.

HUB Cyber Security Ltd. (Nasdaq: HUBC) is a global provider of military-grade cybersecurity, confidential computing, and AI-driven Secured Data Fabric infrastructure serving governments, financial institutions, and regulated enterprises worldwide.

https://hub-technologies.com/

About Ferrox Critical Minerals Ltd.

Ferrox Critical Minerals Ltd. holds the Tivani project in Limpopo, South Africa, containing approximately 519 million tons of titaniferous magnetite ore with NI 43-101 compliant resources and secured mining rights.

https://ferroxminerals.com/

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “future,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “seem,” “should,” “will,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of HUB, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by HUB and the following: (i) the Company’s ability to meet stock exchange continued listing standards and remain listed on the Nasdaq; (ii) significant uncertainty regarding the adequacy of HUB’s liquidity and capital resources and its ability to repay its obligations as they become due; (iii) the war between Israel and Hamas commenced in October 2023, which may harm Israel’s economy and HUB’s business; (iv) expectations regarding HUB’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and HUB’s ability to invest in growth initiatives and pursue acquisition opportunities; (v) the outcome of any legal or regulatory proceedings against HUB in connection with our previously announced internal investigation or otherwise; (vi) competition, the ability of HUB to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) limited liquidity and trading of HUB’s securities; (viii) geopolitical risk, including military action and related sanctions, and changes in applicable laws or regulations; (ix) the possibility that HUB may be adversely affected by other economic, business, and/or competitive factors; and (x) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in HUB’s Annual Report on Form 20-F filed on May 1, 2025. Additional risks and uncertainties include those related to the development and commercialization of the Tivani project, including but not limited to: (a) the need for, timing of, and ability to obtain or maintain required permits and regulatory approvals; (b) construction, commissioning and ramp-up risks, including delays, cost overruns, contractor performance, equipment procurement, supply chain disruptions and availability of skilled labor; (c) risks that actual mining and processing performance, ore characteristics, recoveries, product quality and operating costs differ materially from expectations; (d) reliance on the availability, capacity and cost of power, water, rail, port and other infrastructure and logistics; (e) risks related to securing project financing and working capital on acceptable terms, if at all; (f) risks related to the ability to enter into and perform under strategic offtake and customer arrangements on acceptable terms; (g) commodity price volatility and demand conditions for the applicable minerals; (h) environmental, health and safety and tailings management risks; (i) community, labor and stakeholder relations risks; and (j) political, legal, regulatory, tax, foreign exchange and other country risks associated with operations in South Africa.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of HUB prove incorrect, actual results may vary in material respects from those expressed or implied in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning HUB or other matters addressed in this press release and attributable to HUB or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in the press release. Except to the extent required by applicable law or regulation, HUB undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release to reflect the occurrence of unanticipated events.

Investor Relations

Lytham Partners
Ben Shamsian
646-829-9701
shamsian@lythampartners.com

FAQ

What did HUB Cyber Security (HUBC) announce about acquiring Ferrox and Tivani on February 17, 2026?

HUBC announced a Term Sheet to acquire 100% of Ferrox and the Tivani project, aiming to integrate a Tier-1 critical minerals asset. According to the company, Tivani is fully permitted, NI 43-101 compliant, and positioned to begin production and sales in FY 2026.

How large is the Tivani resource that HUBC plans to acquire and what minerals are included?

Tivani hosts approximately 519 million tons of titaniferous magnetite ore with titanium dioxide, iron, and vanadium exposure. According to the company, the resource targets aerospace, defense, energy transition, and advanced manufacturing supply chains.

What is the proposed consideration structure for HUBC's Tivani acquisition and immediate shareholder impact?

The proposed deal contemplates $125 million in equity consideration issued in four stages, with an initial issuance equal to 19.9% of HUB shares. According to the company, further share exchanges depend on three performance milestones and shareholder approval.

When does HUBC expect the Tivani project to begin production and what funding has been invested so far?

HUBC expects Tivani to commence production, processing, and sales in FY 2026. According to the company, more than US$70 million has been invested to date to advance the project to development.

How will Tivani integrate with HUB Cyber Security's Trust Rails platform and revenue model?

Tivani is expected to serve as a revenue-bearing anchor tied into Trust Rails, linking physical assets to secured digital validation and recurring software and services. According to the company, this expands SDF validation into asset-backed transaction controls.

What are the main contingencies that could prevent HUBC's acquisition of Ferrox from closing?

The transaction is subject to due diligence, definitive agreements, regulatory approvals, and HUB shareholder approval. According to the company, there is no assurance that agreements will be signed or the transaction consummated.