MineHub Completes Acquisition of Jules AI, Creating Comprehensive End-to-End Digital Platform for Primary and Recycled Materials

Rhea-AI Summary

MineHub (TSXV: MHUB / OTCQB: MHUBF) closed its acquisition of Jules AI from Nyteco on November 20, 2025 under the asset purchase agreement dated September 24, 2025. Consideration on closing comprised 2,550,960 MineHub shares at a deemed price of C$0.74 and US$227,034 cash paid on closing with a second cash instalment of US$242,772 due in December 2025

Haywood acted as financial advisor and received 135,135 MineHub shares (C$100,000 fee at C$0.74). Consideration and potential future earn-out or working capital shares are subject to contractual lock-up schedules and statutory hold periods. The Transaction remains subject to TSX Venture Exchange final approval.

Positive

• Acquired Jules AI's AI-driven platform for recycling markets
• Initial consideration included 2,550,960 shares issued on closing
• Cash consideration structured in two instalments totaling US$469,806
• Haywood advisory fee paid via 135,135 shares issuance

Negative

• Immediate cash obligation of US$227,034 paid on closing
• Second cash instalment of US$242,772 due December 2025
• Share issuance totals may cause dilution (2,686,095 shares issued on closing)
• Potential additional dilution from Earn-Out Shares or WC Shares
• Transaction is subject to TSXV final approval

News Market Reaction

+10.20%

1 alert

+10.20% News Effect

On the day this news was published, MHUBF gained 10.20%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - November 20, 2025) - MineHub Technologies Inc. (TSXV: MHUB) (OTCQB: MHUBF) ("MineHub" or the "Company"), a leading provider of digital supply chain solutions for the commodity markets, is pleased to announce the closing of the acquisition of Jules AI ("Jules AI") from Nyteco Inc. ("Nyteco"), a Toronto-based incubator that is arm's length to the Company, in exchange for common shares of MineHub (the "MineHub Shares") and cash (the "Transaction"). The Transaction was completed in accordance with the definitive asset purchase agreement dated September 24, 2025, as amended (the "Asset Purchase Agreement"), among the Company, Nyteco, Nyteco France SASU, and certain individuals as guarantors of Nyteco.

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: https://www.julesai.com

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.

Andrea Aranguren
CEO, MineHub Technologies Inc.

For further information regarding MineHub, please email info@minehub.com or visit our website at www.minehub.com. Tel: (778) 373-3747

Cautionary Note Regarding Forward-Looking Statements

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.

This news release contains statements that are considered "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements") with respect to MineHub including, but not limited to, statements with respect to the Transaction and the anticipated benefits thereof, including synergy, compliance and growth benefits and collaboration benefits, the payment of future consideration including the second installment, the issue of WC Shares or the issue of Earn-Out Shares, MineHub's future operational plans and anticipated customers post-acquisition, and the timing of such plans. Forward-looking statements are statements that are not historical facts are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although MineHub believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, the Company's ability to raise sufficient capital to fund its operations, applications and for general working capital purposes, changes in economic conditions or financial markets, changes in laws or regulations that could have an impact on the Company's operations, dependence on its key management personnel and market competition. Other risk factors are identified in the Company's management discussion and analysis, available on the Company's SEDAR+ profile at www.sedarplus.ca. There may be other risk factors not presently known that management believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. Although the Company has attempted to identify risk factors that could cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking information is made as of the date included herein, and the Company assumes no obligation to publicly update or revise such forward-looking information. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of MineHub's management on the date the statements are made. However, except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275252

FAQ

What did MineHub (MHUBF) pay to acquire Jules AI on November 20, 2025?

MineHub issued 2,550,960 shares at C$0.74 and paid US$227,034 on closing, with US$242,772 due in December 2025 (total cash US$469,806).

How many MineHub shares were issued for the Haywood advisory fee?

Haywood received 135,135 MineHub shares as payment for a C$100,000 advisory fee at a deemed price of C$0.74 per share.

Are the Consideration Shares from MineHub's Jules AI acquisition restricted?

Yes. Consideration Shares and any Earn-Out or WC Shares are subject to lock-up restrictions plus a statutory hold period of four months and one day, with staged releases at 13, 25 and 37 months (earn-outs may extend to 49 months).

When is the remaining cash payment for Jules AI due?

The second cash instalment of US$242,772 is scheduled to be paid in December 2025.

Does the Jules AI acquisition require regulatory approval for MineHub (MHUBF)?

Yes. The Transaction remains subject to the final approval of the TSX Venture Exchange.