Iocaste Ventures closes QT, changes name

Executive Summary

• TenX Protocols Inc. (formerly Iocaste Ventures Inc.) has completed a qualifying three-cornered amalgamation with TenX Labs Inc., resulting in a name change and share consolidation.
• The company raised approximately $29.9 million in aggregate gross proceeds through a brokered and non-brokered private placement of subscription receipts, consisting of $6.36 million in cash and $23.56 million in crypto assets (SOL, SEI, USDC).
• The transaction involved a 1-for-7.5 share consolidation, a complete reconstitution of the Board of Directors and Executive Team, and the issuance of new warrants and options.

Key Details

• Transaction Structure: Three-cornered amalgamation where TenX Labs Inc. (private Ontario corp) amalgamated with a wholly owned subsidiary of TenX Protocols Inc.
• Share Consolidation: Issued and outstanding common shares consolidated on a one-new-for-7.5-old basis immediately prior to closing.
• Financing Details:
  • Total Gross Proceeds: ~$29.9 million.
  • Cash Component: ~$6.36 million from a brokered private placement led by Canaccord Genuity Corp.
  • In-Kind Component: ~$23.56 million from a non-brokered private placement, paid via crypto assets (Solana, SEI, USDC) valued at the 5-day VWAP on CoinMarketCap.
  • Price: 75 cents per subscription receipt.
  • Use of Proceeds: Strategic acquisitions and general working capital.
• Share Capital Post-Transaction:
  • Common Shares: 62,638,731 issued and outstanding.
  • Options: 569,998 outstanding options to acquire common shares.
  • Agent Options: 12,632 outstanding agent options.
  • Company Warrants: 19,952,346 outstanding warrants exercisable at $1.15/share for 24 months.
  • Compensation Warrants: 441,274 outstanding compensation warrants exercisable at $0.75/share for 24 months.
• Warrant Conversion Terms:
  • Each subscription receipt converted into one common share and one-half of one common share purchase warrant.
  • Each TenX share exchanged for one common share of the company at $0.75.
  • Each whole TenX warrant exchanged for one common share purchase warrant of the company.
• Agent Compensation:
  • Cash commission of $330,955 (50% paid at closing, 50% upon completion of qualifying transaction).
  • 441,274 compensation options (exchanged from TenX compensation warrants).
  • Lead agent corporate finance fee of $250,000 ($125k cash, $125k via 166,666 TenX shares).
• Corporate Governance Changes:
  • Resignations: Incumbent board of directors resigned.
  • New Board: Mateusz Cybula, Filip Cybula, Michael Ashby, and Aydin Kilic.
  • Executive Appointments:
    • Mateusz Cybula: CEO and COO.
    • Martin Bui: CFO.
    • Geoff Byers: CTO.
    • Michael Ashby: Chair of Audit Committee.
• Trading Information:
  • Symbol: TNX.V
  • Exchange: TSX Venture Exchange
  • Trading Start: Expected Dec. 10, 2025.
  • Classification: Tier 2 issuer (subject to final exchange acceptance).
  • CUSIP: 880945 10 0
  • ISIN: CA 880945 10 0 5

Notable Quotes

• None explicitly quoted in the text; however, the "About" section notes the company's focus on "vertically integrated staking" and generating revenue by "managing a balance sheet of digital cryptocurrency assets that are staked using a proprietary method."