Iocaste enters definitive deal for RTO by TenX

Executive Summary

• Iocaste Ventures Inc. and TenX Protocols Inc. have entered into a definitive agreement for a reverse takeover transaction, resulting in TenX Protocols shareholders acquiring control of Iocaste via a three-cornered amalgamation.
• The transaction is concurrent with a brokered private placement offering of up to $20 million in subscription receipts at 75 cents per unit, alongside a non-brokered private placement of up to $25 million payable in crypto assets.
• Upon completion, the resulting entity will be renamed TenX Protocols Inc., continue the business of TenX Protocols, and be listed as a Tier 2 technology issuer on the TSX Venture Exchange.

Key Details

• Transaction Structure: A three-cornered amalgamation where TenX Protocols amalgamates with a wholly owned subsidiary of Iocaste. Iocaste shareholders will hold approximately 1,494,034 resulting issuer shares, while TenX Protocols shareholders will hold approximately 21,073,333 resulting issuer shares (based on a deemed price of 75 cents per share).
• Share Consolidation: Iocaste will consolidate its common shares on a one-for-7.5 basis prior to the transaction, resulting in approximately 1,494,034 post-consolidation Iocaste shares outstanding.
• Name Change: Iocaste will change its name to TenX Protocols Inc. (or similar) upon completion.
• Brokered Financing:
  • Gross Proceeds: Up to $20 million.
  • Price: 75 cents per subscription receipt.
  • Quantity: Up to 26,666,666 subscription receipts.
  • Agents: Canaccord Genuity Inc. (lead agent), Sightline Wealth Management LP, Ventum Financial Corp., Infor Financial Inc., and Richardson Wealth Ltd.
  • Warrant Over-subscription: Agents have an option to purchase an additional 15% of subscription receipts.
  • Conversion Terms: Subscription receipts convert automatically into units consisting of one TenX share and one-half of one common share purchase warrant.
  • Warrant Terms: Each warrant is exercisable into one share at $1.15 per share for 24 months from the satisfaction of escrow release conditions.
  • Agent Compensation:
    • Cash commission: 7.0% of gross proceeds (minimum 3.0% for "president's list" purchasers).
    • Compensation warrants: 7.0% of aggregate subscription receipts sold (minimum 3.0% for "president's list" purchasers).
    • Corporate finance fee: $250,000 total ($125,000 cash + 166,666 resulting issuer shares).
• Non-Brokered Financing:
  • Gross Proceeds: Up to $25 million.
  • Payment Method: Payment in kind via contribution of agreed-upon crypto assets at current market values.
  • Compensation: No cash commissions or compensation warrants payable for this tranche.
• Use of Proceeds: Strategic acquisitions and general working capital.
• Management Changes:
  • Current Iocaste directors/officers will resign.
  • New CEO: Mateusz Cybula.
  • New COO: Filip Cybula.
  • New CTO: Geoff Byers.
  • New CFO/Corp Sec: Martin Bui.
  • New Board: Mateusz Cybula, Filip Cybula, Michael Ashby, and Aydin Kilic.
• Regulatory Status:
  • Trading in Iocaste shares is halted and will not resume until transaction completion or receipt of requisite documentation.
  • Transaction requires TSX Venture Exchange approval and shareholder approval (though Iocaste shareholders are not expected to need to approve as it is not a non-arm's-length qualifying transaction for them).
  • A waiver for TSX-V sponsorship requirements has been requested but is not guaranteed.
• Pre-transaction Securities:
  • Former Iocaste convertible security holders entitled to acquire up to 122,632 resulting issuer shares.
  • Former TenX Protocols convertible security holders entitled to acquire up to 360,000 resulting issuer shares.

Notable Quotes

• No direct quotes from executives were included in the provided text.