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Financings

TenX Protocols Announces Closing of Qualifying Transaction

By The Northwire Desk — AI Analysis Dec 05, 2025 · 17:57 ICY · 0.065 None
ICY · Price

Executive Summary

  • TenX Protocols Inc. completed its TSX‑V “Qualifying Transaction,” a three‑cornered amalgamation that resulted in the company’s name change from Iocaste Ventures Inc., a 7.5‑to‑1 share consolidation and the issuance of ~62.6 M post‑consolidation common shares.
  • The transaction included conversion of subscription receipts from brokered and non‑brokered private placements, raising approximately $29.9 million (≈ $6.36 M cash + ≈ $23.56 M in crypto assets).
  • New board appointed; Mateusz Cybula named CEO, with other senior officers installed. The company will commence trading on TSX‑V under “TNX.V” on December 10, 2025 and expects to use net proceeds for strategic acquisitions and working capital.

Key Details

  • Qualifying Transaction Structure
  • TenX Labs Inc. (private Ontario corporation) amalgamated with a wholly‑owned subsidiary of the Company.
  • Share consolidation: 7.5 pre‑consolidation shares → 1 post‑consolidation Common Share.

  • New CUSIP 880945100; ISIN CA8809451005.

  • Post‑Transaction Capitalization

  • 62,638,731 Common Shares outstanding.
  • Options to acquire 569,998 Common Shares (holder).
  • Agent options for 12,632 Common Shares.
  • Company Warrants for 19,952,346 Common Shares (exercise $1.15, 24 mo).

  • Compensation Warrants for 441,274 Common Shares (exercise $0.75, 24 mo).

  • Private Placement Offerings

  • Brokered Offering: 8,487,740 Subscription Receipts @ $0.75 each → $6,365,805 cash gross proceeds. Lead agent: Canaccord Genuity Corp.; cash commission $330,955 (split at closing & post‑transaction). Corporate finance fee $250,000 ($125k cash + 166,666 TenX Shares).

  • Non‑Brokered Offering: 31,416,955 Subscription Receipts @ $0.75 deemed price → ≈ $23,562,716 in-kind proceeds (mix of SOL, SEI, USDC tokens valued at five‑day VWAP on CoinMarketCap). No cash commission paid.

  • Conversion Mechanics

  • Each Subscription Receipt automatically converted to:
    • 1 TenX Share + ½ TenX Warrant.
  • TenX Shares exchanged one‑for‑one for Company Common Shares at $0.75 per share.

  • TenX Warrants exchanged for Company Warrants (exercisable at $1.15 per share, 24 mo).

  • Agent Compensation

  • Cash commission: $330,955 (50% at closing, 50% after Qualifying Transaction).

  • 441,274 TenX Compensation Warrants → exchanged for Company Compensation Warrants (exercise $0.75, 24 mo).

  • Use of Proceeds

  • Primarily for strategic acquisitions and general working capital.

  • Corporate Governance Changes

  • Incumbent board resigned; new board: Mateusz Cybula, Filip Cybula, Michael Ashby, Aydin Kilic.

  • Executive appointments:

    • CEO – Mateusz Cybula
    • COO – Filip Cybula
    • CFO – Martin Bui
    • CTO – Geoff Byers
    • Audit Committee Chair – Michael Ashby

  • Trading Commencement

  • Expected to begin trading on TSX‑V under ticker “TNX.V” at market open on 2025‑12‑10, pending Final Exchange Bulletin.

Notable Quotes

(No direct quotes were provided in the release.)

Read the original news release →

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