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
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.
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.
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
[email protected]
