HUB Cyber Security Ltd. (NASDAQ: HUBC) announced a term sheet to acquire 100 % of Ferrox Critical Minerals Ltd. and its Tivani magnetite and ilmenite project in South Africa. The Tivani project contains approximately 519 million tons of titaniferous magnetite ore, is fully permitted under NI 43‑101, and has secured mining rights, environmental approvals, rail and port infrastructure, and over $70 million invested to date. Production and sales are expected to commence in fiscal year 2026.
The transaction is structured with up to $125 million in equity consideration, issued in stages. An initial issuance of 19.9 % of HUB’s outstanding shares is planned upon signing definitive agreements, with further tranches tied to three performance milestones of the Tivani project.
The acquisition extends HUB’s Trust Rails platform beyond data protection into physical asset validation, allowing the company to govern, validate, and transact real‑world critical minerals within the same secure, military‑grade framework it uses for regulated data. "Tivani is Tier‑1, fully permitted, NI 43‑101 scale critical minerals with real industrial relevance across aerospace, defense, and energy transition. 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," said HUB CEO Noah Hershcoviz.
HUB’s market capitalization was $5.68 million as of February 17 2026, and the company has faced Nasdaq deficiency notices and a reverse stock split in recent months. The $125 million equity commitment represents a substantial portion of HUB’s available capital, underscoring the financial risk associated with the deal. The acquisition is therefore a bold strategic move that could open new revenue streams but also places significant strain on HUB’s already fragile balance sheet.
From Ferrox’s perspective, "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. From inception, Ferrox has focused on 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," said Ferrox CEO Terrence Duffy.
The deal represents a major pivot for HUB, positioning it to serve defense, aerospace, and energy‑transition customers that require secure, traceable supply chains. While the acquisition could create new high‑margin revenue streams, the financial exposure and the company’s limited market capitalization raise concerns about the feasibility and long‑term impact of the transaction. Investors and analysts will likely weigh the strategic benefits against the significant financial risk inherent in this move.
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