Secure Blockchain Announces Definitive Agreement to Acquire Agentic Solutions Limited, Private Placement and Debt Settlement

Executive Summary

• Secure Blockchain Development Corp. entered a Share Purchase Agreement to acquire 100% of Agentic Solutions Ltd., issuing 5,000,000 common shares at a deemed $0.09 per share.
• The company is simultaneously conducting a non‑brokered private placement of up to 13,333,333 units at $0.1125 per unit, targeting gross proceeds of up to $1.5 million.
• A debt settlement agreement will extinguish $500,000 of liabilities by issuing 4,444,444 common shares at a deemed $0.1125 per share.

Key Details

• Acquisition: 100% of Agentic Solutions Ltd.; consideration – issuance of 5,000,000 Secure Blockchain common shares (deemed price $0.09/share).
• Agentic Profile: Early‑stage, pre‑revenue blockchain infrastructure and AI firm; no material assets or liabilities.
• Board Change: Sebastian Quinn‑Watson (founder) to join Secure Blockchain’s Board of Directors; Steven Bryson‑Haynes remains President of Agentic.
• Financing (Private Placement): Up to 13,333,333 units at $0.1125 per unit → gross proceeds up to $1,500,000. Each unit = 1 common share + ½ warrant; each full warrant allows purchase of one additional common share at $0.15 for 48 months post‑closing.
• Use of Proceeds: Settle certain company debts, fund blockchain development initiatives, and provide working capital.
• Debt Settlement: Issue 4,444,444 common shares (deemed price $0.1125/share) to settle $500,000 aggregate liabilities with existing creditors; CEO Todd Sexton expected to participate.
• Regulatory Conditions: All securities subject to a statutory hold period of four months and one day; transactions require TSX Venture Exchange approval and customary closing conditions.
• Quotes: “We are excited to partner with Agentic and with their partner, Eliza Labs, in our expansion into other business opportunities within the blockchain environment.” – Todd Sexton, CEO

Notable Quotes

• Todd Sexton, CEO: “We are excited to partner with Agentic and with their partner, Eliza Labs, in our expansion into other business opportunities within the blockchain environment.”