KMT-Hansa Provides Update

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 ...