KMT-Hansa Enters into Memorandum of Understanding with Lixu (ASUS) Innovations Limited

TORONTO, June 06, 2025 (GLOBE NEWSWIRE) -- KMT-Hansa Corp. (“KMT” or the “Company”) is pleased to announce that it has entered into a Memorandum of Understanding (the “MOU”) with Lixu (ASUS) Innovations Limited (“Lixu”), an independent third-party company. Lixu (ASUS) Innovations is a private company incorporated in Taiwan and is proficient in developing innovative products and services for the AI and Web3.0 domains, with a particular emphasis on the Tera10 ecosystem. The MOU outlines the framework for a potential strategic partnership that would position KMT at the forefront of Web 3.0 hardware and software integration.

Under the terms of the MOU, KMT-Hansa and Lixu (ASUS) Innovations will collaborate to establish a subsidiary or joint venture, (the “Tera10 Sub”) to further develop offerings within the Tera10 ecosystem. The Company intends to acquire up to 49% of the issued and outstanding shares of Tera10 Sub (the “Tera10 Sub Shares”). The final purchase price for the Tera10 Sub Shares will be determined after the Company completes its due diligence. Payment for the acquisition may involve cash, the issuance of common shares in the capital of KMT (the “Consideration Shares”), or a combination of both. The price for any Consideration Shares will be set based on market conditions. This strategic move aligns with KMT's vision to enhance shareholder value by leveraging Tera10's expertise in integrated hardware and software design.

The acquisition of the Tera10 Sub Shares (the “Tera10 Transaction”) is contingent upon obtaining necessary shareholder and regulatory approvals, including that of the TSX Venture Exchange, and is subject to standard closing conditions, including satisfactory due diligence by both the Company and Lixu. Before the Tera10 Transaction closes, the Company and Lixu will negotiate and execute a definitive share exchange agreement with commercially reasonable terms and secure the required shareholder approvals.

Additionally, both parties aim to pursue a NASDAQ listing for either the Company or the Tera10 Sub within six months following the closing of the Tera10 Transaction.

It is important to note that no definitive agreement has yet been finalized between the Company and Lixu, and there is no guarantee that the transaction will be completed. The Company does not intend to provide further updates or announcements unless it deems additional disclosure appropriate or necessary.

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.

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.

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