EX1A-6 MAT CTRCT 6 ea029675801ex6-23.htm AMENDED AND RESTATED POOLING AGREEMENT (WARRANTS) DATED MAY 11, 2026 BY AND BETWEEN MODERN MINING TECHNOLOGY CORP. AND JEET BASI

Exhibit 6.23

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE ISSUER TREATS AS PRIVATE OR CONFIDENTIAL

 

AMENDED AND RESTATED POOLING AGREEMENT

 

MODERN MINING TECHNOLOGY CORP.

 

and

 

JEET BASI

 

(as representative of the holders of Warrants)

 

 

 

May 11, 2026

 

 

 

 

 

 

AMENDED AND RESTATED POOLING AGREEMENT

 

This Pooling Agreement (this “Agreement”) is made the 11th day of May, 2026.

 

BETWEEN:

 

MODERN MINING TECHNOLOGY CORP.

 

(the “Company”)

 

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JEET BASI

 

(the “Securityholder Representative”)

 

WHEREAS the Company contemplates listing (the “Listing”) the common shares in the capital of the Company (the “Shares”) on the NYSE American Stock Exchange (the “Exchange”), or such other stock exchange in the United States as it may determine;

 

WHEREAS Urban Mining International Inc. (“Urban Mining”), the Company’s wholly-owned subsidiary, and certain investors (the “Securityholders”) entered into subscription agreements whereby such investors purchased an aggregate of 49,500,000 warrants (the “Urban Mining Warrants”) to acquire common shares of Urban Mining;

 

AND WHEREAS on August 31, 2021, the Company acquired all the issued and outstanding shares of Urban Mining pursuant to a Merger Agreement and Plan of Reorganization dated August 18, 2021 (the “Merger Agreement”) among the Company, Urban Mining and Urban Mining Merger Sub, Inc.;

 

AND WHEREAS pursuant to the terms of the Merger Agreement, the Company issued common share purchase warrants (the “Warrants”) in exchange for the Urban Mining Warrants resulting in an issuance of an aggregate of 16,500,000 Warrants, on the same terms and conditions of the Urban Mining Warrants;

 

AND WHEREAS the Company completed a 4-for-1 reverse split of its Shares on May 11, 2023 and completed a 1-for-2.3529 forward split of its Shares on September 2, 2025, such that, as of the date hereof, there are 9,705,696 Warrants outstanding and held by the Securityholders as set forth in Schedule “A” hereto;

 

AND WHEREAS each of the Securityholders delivered an acknowledgement (the “Acknowledgments”) to the Company on or about May 17, 2022, pursuant to which the Securityholder agreed that their respective Warrants and underlying securities (collectively, the “Securities”) would be restricted from trading and released on the date that is six months from the date of the Listing (the “Existing Restrictions”);

 

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AND WHEREAS in connection with the Listing and as agreed to by the Company’s selling agent, Digital Offering LLC, in order to assist with building an orderly trading market for the Shares on the Exchange, the Company has agreed to modify the Existing Restrictions pursuant to the terms set out herein;

 

AND WHEREAS the Company and the Securityholder Representative previously entered into a pooling agreement dated September 11, 2025 (the “Original Agreement”) which modified the Existing Restrictions, and now wish to amend and restate the Original Agreement and replace it with this Agreement.

 

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

 

1. Original Agreement

 

The Original Agreement is hereby terminated and replaced in its entirety with this Agreement.

 

2. General Restriction on Sales, Pledges, etc.

 

The Securityholders shall not directly or indirectly sell, assign, transfer, pledge, mortgage, or otherwise dispose of or encumber any legal or beneficial interest in the Securities subject to such Pool Term (hereinafter defined) or any portion thereof (each of which is a “Transaction”), nor shall they agree to do any such Transaction, whether or not any such Transaction is not to be effective until such time as the Securities have been released from the Pool (hereinafter defined) in accordance with the release schedule in Section 5 hereof.

 

3. Voting of Shares in Pool

 

All and any voting rights attached to the Securities shall at all times be exercised by the Securityholders, and all rights attached thereto including the right to receive payment of any dividends shall be for the benefit of the Securityholder.

 

4. Non-Applicability of Standstill Clause

 

The restrictions in Section 2 do not apply to the Securityholder in the case of a take-over bid, amalgamation, arrangement, merger or similar transaction of the Company by a third party who is arm’s length to the Company.

 

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5. Release of Pooled Securities

 

The Securities will be subject to contractual restrictions on resale, pursuant to which the Securities will be subject to a pool (the “Pool”) for a period of 180 days or as described below (the “Pool Term”) from the date the Company may complete the Listing (the “Listing Date”), with releases occurring on the following schedule:

 

180 days after the Listing Date 45% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $12.00 for any period of 10 consecutive trading days after the Listing Date and the average trading volume of the Shares is greater than 250,000 Shares per day for those 10 consecutive trading days 25% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 on any day after the Listing Date 5% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 30 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 30 day period following the Listing Date 5% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 60 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 60 day period following the Listing Date 5% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 90 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 90 day period following the Listing Date 5% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 120 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 120 day period following the Listing Date 5% of the Securities
180 days after the Listing Date, or immediately, in the event the closing bid price of the Shares on the Exchange is greater than $6.37 for any period of 10 consecutive trading days beginning at least 150 days after the Listing Date and the average trading volume of the Shares was greater than 100,000 Shares per day for any 150 day period following the Listing Date 5% of the Securities

 

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6. Entire Agreement

 

This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including the Acknowledgements. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

 

7. Termination

 

This Agreement may be terminated upon the written agreement of all parties.

 

8. Reorganizations, etc.

 

If, during the period in which any of the Securities are retained in escrow pursuant to this Agreement, a reorganization affecting the share capital occurs, then and in each such event, the Securities shall be released and replaced by the shares of stock and other securities and property upon the terms and conditions provided in the relevant reorganization documents.

 

9. Further Assurance

 

The parties shall, upon reasonable request and without unreasonable delay, execute and deliver any further documents or assurances and perform any acts necessary to carry out the intent and purposes of this Agreement. The Securityholders will allow a representative of the Company to inspect, at the Company’s costs, the physical certificate or other instrument representing the Securities in order to ensure compliance with this Agreement during normal business hours on reasonable notice to the Securityholders provided that such inspections will not unduly impact or impede the ordinary business operations of the Securityholders.

 

10.Time

 

Time is of the essence of this Agreement.

 

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11. Governing Laws and Venue

 

This Agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable in British Columbia. The parties attorn to British Columbia in the event of any legal proceedings involving this Agreement.

 

12. Counterparts

 

This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument. Each party hereto will be entitled to rely on delivery by facsimile or electronically delivered portable document format (PDF) of an executed copy of this Agreement and acceptance by a party of such facsimile or PDF copy will be equally effective to create a valid and binding agreement between the parties in accordance with the terms hereof.

 

13. Notices

 

All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by facsimile or other electronic transmission:

 

in the case of the Company, to:

 

Modern Mining Technology Corp.

Suite 1500, 1055 West Georgia

Street Vancouver, BC, V6E 4N7

Attention: Jeet Basi

Email: jbasi@modernmining.com

 

with a copy (which shall not constitute notice) to:

 

McMillan LLP

Suite 1500, 1055 West Georgia

Street Vancouver, BC, V6E 4N7

Attention: Desmond Balakrishnan

Email: desmond.balakrishnan@mcmillan.ca

 

in the case of the Securityholders, to the respective address provided in Schedule “A”.

 

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14. Severability

 

Any provision of this Agreement which is or becomes prohibited and unenforceable does not invalidate, affect or impair the remaining provisions which shall be deemed to be severable from such prohibited or unenforceable provision.

 

15. Enurement

 

This Agreement enures to the benefit of and is binding on the parties and their heirs, executors, administrators, successors and permitted assigns.

 

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF this Agreement has been executed by the Parties on the date first above written.

 

  MODERN MINING TECHNOLOGY CORP.
   
  By:  /s/ David Whitney
    Name:  David Whitney
    Title: Chief Financial Officer
   
  /s/ Kuljit Basi
  Jeet Basi
  (as representative of the holders of Warrants)

 

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SCHEDULE “A”

 

SECURITYHOLDERS

 

Name  Address  No. of Warrants 
[****]  [****]   470,580 
[****]  [****]   117,645 
[****]  [****]   29,411 
[****]  [****]   14,705 
[****]  [****]   29,411 
[****]  [****]   176,467 
[****]  [****]   29,411 
[****]  [****]   44,116 
[****]  [****]   441,168 
[****]  [****]   29,411 
[****]  [****]   441,168 
[****]  [****]   14,705 
[****]  [****]   88,233 
[****]  [****]   176,467 
[****]  [****]   38,234 
[****]  [****]   29,411 
[****]  [****]   88,233 
[****]  [****]   900,473 
[****]  [****]   459,304 
[****]  [****]   911,748 
[****]  [****]   900,473 
[****]  [****]   117,645 
[****]  [****]   58,822 
[****]  [****]   58,822 
[****]  [****]   29,411 
[****]  [****]   3,260,237 
[****]  [****]   14,705 
[****]  [****]   29,411 
[****]  [****]   29,411 
[****]  [****]   676,458 
Total:      9,705,696