/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO
, Aug. 18, 2025 /CNW/ - Iocaste Ventures Inc. ("Iocaste") (TSXV: ICY.P), a capital pool company, and TenX Protocols Inc. (formerly, Layer X Inc.) ("TenX Protocols") are pleased to announce that TenX Protocols has closed its previously announced brokered private placement (the "BrokeredOffering") of subscription receipts (each, a "Subscription Receipt"). Pursuant to the Offering, TenX Protocols issued an aggregate of 8,487,740 Subscription Receipts at a price of $0.75 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of $6,365,805. The Brokered Offering was led by Canaccord Genuity Corp., as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Sightline Wealth Management LP, Ventum Financial Corp., INFOR Financial Inc. and Richardson Wealth Limited (collectively, the "Agents") pursuant to the terms of an agency agreement entered into between TenX Protocols, Iocaste and the Agents.
In addition to the Brokered Offering, TenX Protocols has completed a non-brokered offering (the "Non-Brokered Offering" and, together with the Brokered Offering, the "Offerings") of 31,416,955 Subscription Receipts, at a deemed price of $0.75 per Subscription Receipt, for aggregate gross in-kind proceeds of approximately $23,562,716. In connection with the Non-Brokered Offering, subscribers satisfied the purchase price for the Subscription Receipts through payment in-kind (by contributing certain agreed upon crypto assets to TenX Protocols at current market values). In connection with the Non-Brokered Offering, TenX Protocols received a mix of Solana (SOL) tokens; SEI tokens; and USDC tokens (collectively, the "Digital Assets"). The Digital Assets were valued at the five-day volume weighted average price of such Digital Assets on CoinMarketCap as of the date immediately prior to closing of the Non-Brokered Offering.
The Offerings were conducted in connection with the proposed business combination between Iocaste and TenX Protocols (the "Transaction"), as previously announced and described in press releases dated March 25, 2025, June 3, 2025 and August 18, 2025, that will result in the reverse takeover of Iocaste by TenX Protocols (Iocaste, as it will exist following the completion of the Transaction, the "Resulting Issuer") and would constitute Iocaste's "Qualifying Transaction" as such term is defined under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange.
Upon satisfaction of certain conditions (collectively, the "Escrow Release Conditions"), immediately prior to the closing of the Transaction, each Subscription Receipt will automatically be converted into a unit of TenX Protocols (each, a "Unit") without further payment or action on the part of the holder. Each Unit will consist of one (1) common share in the capital of TenX Protocols (each, a "TenX Share") and one-half of one (1/2) common share purchase warrant of TenX Protocols (each whole warrant, a "Warrant"). Each such Warrant will be exercisable into one (1) TenX Share at an exercise price of C$1.15 per TenX Share. Immediately after conversion of the Subscription Receipts: (a) each TenX Share issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into one (1) common share in the capital of the Resulting Issuer (each, a "Resulting Issuer Share"); and (b) each Warrant issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into one (1) common share purchase warrant of the Resulting Issuer (each, a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant will be exercisable into one (1) Resulting Issuer Share at an exercise price of C$1.15 per Resulting Issuer Share for a period of 24 months from the satisfaction of the Escrow Release Conditions.
The gross proceeds of the Brokered Offering (less 50% of the Cash Commission (as defined below), all of the Agents' expenses incurred before the closing of the Brokered Offering, and the cash portion of the Corporate Finance Fee (as defined below)) will be held in escrow by Odyssey Trust Company (the "Subscription Receipt Agent") and invested pursuant to the terms of a subscription receipt agreement. If the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (Vancouver Time) on December 16, 2025 (the "Escrow Deadline"), the Subscription Receipt Agent will return to holders of Subscription Receipts acquired in the Brokered Offering an amount equal to the aggregate Offering Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon.
The Digital Assets acquired in the Non-Brokered Offering will be held in escrow by Tetra Trust Company (the "Custodian") pursuant to a trust company escrow and custodial services agreement (the "Custodial Services Agreement") by and among TenX Protocols, the Custodian and the Subscription Receipt Agent. If the Escrow Release Conditions are not satisfied prior to the Escrow Deadline, the Subscription Receipt Agent and TenX Protocols will instruct the Custodian to return to holders of Subscription Receipts acquired in the Non-Brokered Offering the exact amount of Digital Assets used to subscribe for such Subscription Receipts.
The net proceeds from the Offerings are intended to be used primarily for strategic acquisitions and general working capital purposes.
In connection with the Offering, the Agents received: (i) a cash commission of $330,955 (the "Cash Commission"), 50% of which was paid to the Agents on closing while the remaining 50% of the Cash Commission will be payable upon the satisfaction of the Escrow Release Conditions, and (ii) 441,274 compensation options (the "Compensation Warrants"). Each Compensation Warrant will ultimately entitle the Agents to purchase one (1) Resulting Issuer Share at a price of C$0.75 for a period of 24 months from the closing of the Brokered Offering. In addition, TenX Protocols paid the lead agent a corporate finance fee of $250,000 (the "Corporate Finance Fee"), $125,000 of which was paid in cash and $125,000 was satisfied by the issuance of 166,666 TenX Shares. No Compensation Warrants or cash commission was paid in connection with purchases under the Non-Brokered Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
About TenX Protocols Inc.
TenX Protocols was incorporated on November 13, 2024, under the Business Corporations Act (Ontario) to pursue a diversified blockchain and cryptocurrency staking strategy through its proprietary advanced staking infrastructure and innovative developer tooling. TenX Protocols is not a reporting issuer in any province or territory of Canada. TenX Protocols founders, Mateusz Cybula and Filip Cybula, and a team of experienced operators have a proven track record of execution in the cryptocurrency and blockchain ecosystem, including Cryptiv Inc.
TenX Protocols' primary focus is to build vertically integrated staking that combines proprietary digital asset staking, in-house validator operations, and a forthcoming staking platform for third-party participation. TenX Protocols' main business generates revenue by managing a balance sheet of digital cryptocurrency assets that are staked using a proprietary method to earn high-throughput blockchain protocol-native rewards, with a focus on networks that optimize for speed, scalability, and security. TenX Protocols intends to allocate the majority of its available capital to directly holding and staking various cryptocurrencies that it believes may increase in value.
About Iocaste Ventures Inc.
Iocaste is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a Qualifying Transaction (as such term is defined under the policies of the TSXV). Iocaste was incorporated on July 6, 2021 under the Business Corporations Act (British Columbia) and is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Iocaste Shares are listed for trading on the TSXV. The Iocaste Shares were halted on March 25, 2025 in connection with the announcement of the Transaction and remain halted as at the date hereof. Until completion of a Qualifying Transaction, Iocaste will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.
Additional Information
For further information regarding Iocaste, TenX Protocols, the Resulting Issuer or the Transaction, please refer to the Filing Statement which will be made available under Iocaste's SEDAR+ profile at www.sedarplus.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward- looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including, without limitation, statements regarding the plans, intentions, beliefs and current expectations of Iocaste and TenX Protocols with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding whether the Transaction will be consummated including whether the conditions to the consummation of the Transaction or the conversion of the Subscription Receipts will be satisfied; (b) expectations for other economic, business, and/or competitive factors; and (c) the use of proceeds of the Offerings.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Iocaste and TenX Protocols' respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Iocaste and TenX Protocols believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of Iocaste and TenX Protocols and general market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Iocaste and TenX Protocols have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Iocaste and TenX Protocols do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Iocaste should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Iocaste Ventures Inc.