IOCASTE VENTURES AND TENX PROTOCOLS ANNOUNCE CLOSING OF PRIVATE PLACEMENT OFFERINGS OF SUBSCRIPTION RECEIPTS FOR GROSS PROCEEDS OF $29.9 MILLION

Executive Summary

• Iocaste Ventures Inc. and TenX Protocols Inc. announced the closing of a combined $29.9 million private placement of subscription receipts, consisting of both brokered and non-brokered offerings.
• The transaction is part of a proposed reverse takeover (Qualifying Transaction) where TenX Protocols will acquire Iocaste, resulting in a new listed entity on the TSX Venture Exchange.
• Proceeds include $6.37 million in cash and approximately $23.56 million in digital assets (SOL, SEI, USDC), intended for strategic acquisitions and working capital.

Key Details

• Total Gross Proceeds: $29,928,521 total, comprising:
  • Brokered Offering: $6,365,805 in cash.
  • Non-Brokered Offering: $23,562,716 in-kind proceeds via digital assets.
• Pricing and Volume:
  • Subscription Receipts issued at a price of $0.75 per unit.
  • Brokered: 8,487,740 Subscription Receipts issued.
  • Non-Brokered: 31,416,955 Subscription Receipts issued.
• Digital Assets Received: The non-brokered portion was funded via in-kind contributions of Solana (SOL), SEI, and USDC tokens, valued at the five-day volume-weighted average price on CoinMarketCap prior to closing.
• Transaction Structure:
  • The subscription receipts will convert into units of TenX Protocols upon satisfaction of Escrow Release Conditions.
  • Each Unit consists of one (1) common share and one-half (1/2) of a common share purchase warrant.
  • Warrants are exercisable into one share at an exercise price of C$1.15 per share for a period of 24 months.
  • Shares and warrants will automatically exchange into Resulting Issuer securities upon completion of the reverse takeover.
• Use of Proceeds: Primarily for strategic acquisitions and general working capital purposes.
• Escrow and Conditions:
  • Cash proceeds held in escrow by Odyssey Trust Company; digital assets held by Tetra Trust Company.
  • If Escrow Release Conditions are not met by December 16, 2025, cash will be returned to brokered investors, and digital assets will be returned to non-brokered investors.
• Agent Compensation:
  • Cash Commission: $330,955 total (50% paid at closing, 50% upon satisfaction of Escrow Release Conditions).
  • Compensation Warrants: 441,274 options granted to agents, exercisable at C$0.75 per share for 24 months.
  • Corporate Finance Fee: $250,000 total ($125,000 cash + 166,666 TenX Shares).
• Lead Agent: Canaccord Genuity Corp. led the syndicate, which included Sightline Wealth Management LP, Ventum Financial Corp., INFOR Financial Inc., and Richardson Wealth Limited.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.