Company Announcements

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

VANCOUVER, BC , Aug. 18, 2025 /CNW/ - Intellistake Technologies Corp.(CSE: ISTK) (OTCQB: ISTKF) (FSE: E41) ("Intellistake" or the "Company") announces a clarification to the terms and conditions for completion of its private placement announced by news release dated August 14, 2025. The Company intends to undertake a non-brokered private placement of units (each, a "Unit") at a price of $0.87 per Unit (the "Issue Price") to raise gross proceeds of up to $5 million (the "Offering"), subject to a 15% over allotment option (the "Over-Allotment Option"). Each Unit will consist of one class "A" shares (each a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Share at an exercise price of $1.08 for a period of 36 months following the closing of the Offering, subject to accelerated expiry in certain circumstances.

In the event that the Shares become listed for trading on either a senior Canadian stock exchange (including without limitation the Toronto Stock Exchange or the Cboe Canada Exchange), NASDAQ or the NYSE (in either case, the "Triggering Event"), the expiry date of the Warrants will be automatically accelerated, irrespective of whether the Company gives notice thereof to the holders of the Warrants by way of news release, and the Warrants will expire on the first day that is ten trading days after the date of the Triggering Event (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.

An aggregate of up to 5,747,127 Units may be issued pursuant to the Offering, which number shall increase to an aggregate of up to 6,609,196 Units if the Over-Allotment Option is exercised by the Company in full, in connection with closing. The Issue Price was set by way of confidential price protection request made on July 28, 2025.  Completion of the Offering remains subject to the Issue Price receiving disinterested shareholder approval by written consent pursuant to section 4.6(2)(a)(ii) of CSE Policy 4.  There will be no insider participation in the Offering. The securities issued pursuant to the Offering will be subject to a hold period expiring four months and one day after closing of the Offering.

The net proceeds of the Offering will be used for development of AI Agents, validator hardware acquisitions, acquisitions of digital currencies, research & development and marketing, repayment of existing accounts payable, investor relations expenditures, working capital requirements and other general corporate purposes. As disclosed in the August 14^th news release, the Company intends to use the net proceeds of the Offering to acquire a portion of the up to $500,000 in digital assets and to fund a portion of the costs of the marketing services described in that news release. The Company retains the right to raise up to an additional $5 million on a private placement basis through the issuance of units, with such financing being priced in the context of the market and subject to applicable stock exchange policies at the relevant time.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registrations are available. No public offering of securities is being made in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Intellistake

Intellistake's mission is to provide traditional investors with regulated access to the intersection of artificial intelligence and blockchain technology, through familiar stock exchange mechanisms. The Company seeks to eliminate technical barriers including digital assetwallet management and private key security, while addressing the institutional access gap that has historically limited participation to celebrities and venture capitalists with early access to private AI companies.

For additional information on the business of Intellistake please refer to https://www.intellistake.ai/.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" concerning anticipated developments and events related to the Company that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, all statements in respect of the Company's growth and development, the operations and business segments of the Company, support for decentralized AI and blockchain networks, the expected gross proceeds of the Offering and the use of proceeds from the Offering.

In certain cases, forward-looking information can be identified by the use of words such as "expects", "intends", "anticipates" or variations of such words and phrases or state that certain actions, events or results "may", "would", or "might" suggesting future outcomes, or other expectations, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain assumptions regarding, among other things, the Company will continue to have access to financing until it achieves profitability; the technology and blockchain industries in which the Company intends to focus its business in will grow at the rate and in the manner expected; the ability to attract qualified personnel; the success of market initiatives and the ability to grow brand awareness; the ability to distribute Company's services; the Company creates strategies to mitigate risks associated with cryptocurrency price fluctuations; the Company remains compliant with all applicable laws and securities regulations; the Company engages and collaborates with local experts, as necessary, to address jurisdiction-specific matters and ensures compliance with foreign regulations to avoid penalties; the Company addresses any potential cybersecurity threats promptly and effectively; and the ability to successfully deploy the new business strategy as a result of the change of business. While the Company considers these assumptions to be reasonable, they may be incorrect.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed by the forward-looking information. Such factors include risks related to general business, economic and social uncertainties; failure to raise the capital necessary to fund its operations; inability to create strategies to mitigate the risks associated with cryptocurrency price fluctuations; the costs of regulation in the digital asset industries increase to the extent that the Company is no longer generating sufficient returns for shareholders; failure to promptly and effectively address cybersecurity threats; insufficient resources to maintain its operations on a competitive basis; and the actual costs, timing and future plans differs expectations; legislative, environmental and other judicial, regulatory, political and competitive developments; the inherent risks involved in the cryptocurrency and general securities markets; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company's operations; the Company's success may depend on the continued involvement of key personnel, including advisors, whose involvement cannot be guaranteed; institutional adoption of decentralized AI infrastructure remains uncertain and may not occur at the pace or scale anticipated; evolving regulatory frameworks, including those related to AI (such as Canada's proposed Artificial Intelligence and Data Act), may impose additional compliance burdens or restrict certain business activities; valuation figures are based on publicly available market data and internal assessments at the time of the referenced transactions and may not reflect current or future valuations; the volatility of digital currency prices; the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties; delay or failure to receive regulatory approvals; failure to attract qualified personnel, labour disputes; and the additional risks identified in the "Risk Factors" section of the Company's filings with applicable Canadian securities regulators.

Although the Company has attempted to identify factors that could cause actual results to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated. Readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update forward-looking information.

SOURCE Intellistake Technologies Corp.