Calgary, Alberta--(Newsfile Corp. - June 3, 2025) - Iocaste Ventures Inc. (TSXV: ICY.P) ("Iocaste") and TenX Protocols Inc. (formerly, Layer X Inc.) ("TenX"), today announce that further to their press release dated March 25, 2025, TenX has entered into an engagement agreement with Canaccord Genuity Corp. ("Canaccord") pursuant to which Canaccord and a syndicate of agents, including Sightline Wealth Management LP, Ventum Financial Corp., INFOR Financial Inc. and Richardson Wealth Limited (collectively, the "Agents") will undertake a brokered private placement of up to 26,666,666 subscription receipts of TenX (each, a "Subscription Receipt"), on a commercially reasonable efforts basis, at a price of C$0.75 per Subscription Receipt for gross proceeds of up to C$20,000,000 (the "Offering"). TenX has also agreed to grant the Agents an option (the "Agents' Option"), which will allow the Agents to offer an additional 15% of the Subscription Receipts under the Offering. The Agents' Option may be exercised in whole or in part at any time up to two days prior to the closing of the Offering.
As set out in the press release of March 25, 2025, the Offering will be conducted in connection with the proposed reverse take-over of Iocaste by TenX (the "Transaction"). The Transaction will be an arm's length "Qualifying Transaction" for Iocaste, as such term is defined in Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSX Venture Exchange (the "TSXV"). A comprehensive news release will be issued by TenX and Iocaste upon the entering into of a definitive agreement in respect of the Transaction, which will set out the terms of the Transaction and include information about Iocaste upon closing of the Transaction (the "Resulting Issuer").
Each Subscription Receipt will automatically be converted, immediately before the completion of the Transaction into a unit of TenX (each, a "Unit") without further payment or action on the part of the holder. Each Unit will consist of one common share (each, a "Common Share") of TenX and one-half of one (1/2) common share purchase warrant of TenX (each whole warrant, a "Warrant"). Each such Warrant will be exercisable into one Common Share at an exercise price of C$1.15 per Common Share. Immediately after conversion of the Subscription Receipts: (a) each Common Share issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into such number of common shares of the Resulting Issuer (each, a "Resulting Issuer Share") as is equal to the exchange ratio applied to the Common Shares pursuant to the Transaction (the "Exchange Ratio"); and (b) each Warrant issued pursuant to the conversion of the Subscription Receipts will be automatically exchanged pursuant to the terms of the Transaction into such number of common share purchase warrants of the Resulting Issuer (each, a "Resulting Issuer Warrant") based on the Exchange Ratio. Each Resulting Issuer Warrant will be exercisable into one Resulting Issuer Share at an exercise price adjusted based on the Exchange Ratio for a period of 24 months from the satisfaction of the Escrow Release Conditions (as defined below).
The gross proceeds of the Offering less 50% of the cash commission payable to the Agents and certain reasonable costs and expenses of the Agents will be held in escrow and, upon the satisfaction or waiver of certain conditions (the "Escrow Release Conditions"), including conditions to the closing of the Transaction, the net proceeds will be released to TenX and the remaining cash commission payable to the Agents will be released to the Agents. The net proceeds of the Offering will be used for working capital and general corporate purposes. In the event that the Escrow Release Conditions are not satisfied within 120 days following the closing of the Offering (the "Outside Date"), and subject to agreement by the Agents and TenX to extend the Outside Date, TenX is required to return to holders of Subscription Receipts the proceeds of the Offering and the Subscription Receipts will be cancelled.
TenX has agreed to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including any proceeds derived from the exercise of the Agents' Option), other than in respect of proceeds raised from purchasers on a president's list (the "President's List") in respect of which the cash commission payable to the Agents will be reduced to a minimum of 3.0% of the gross proceeds of such sales. In addition, TenX will issue to the Agents such number of compensation warrants (each, a "Compensation Warrant") as is equal to 7.0% of the aggregate number of Subscription Receipts sold under the Offering (including on any exercise of the Agents' Option), other than in respect of Subscription Receipts sold to purchasers on the President's List, in respect of which the Agents shall receive Compensation Warrants equal to a minimum of 3.0% of such aggregate sales. Each Compensation Warrant will ultimately entitle the Agents to purchase one Resulting Issuer Share at a price of at C$0.75, as adjusted to reflect the Exchange Ratio, for a period of 24 months following the date of the satisfaction of the Escrow Release Conditions.
The closing of the Offering is expected to take place on or about July 3, 2025.
TenX also expects to complete a non-brokered private placement of Subscription Receipts for additional gross proceeds of up to C$10,000,000 (the "Concurrent Offering") concurrently with the Offering, pursuant to which purchasers will satisfy the purchase price for the subscription receipts through payment in-kind, subject to applicable laws. No Compensation Warrants or cash commission shall be payable in connection with purchasers under the Concurrent Offering.
The Subscription Receipts will be offered by way of private placement pursuant to exemptions from prospectus requirements to residents in all provinces of Canada and such other jurisdictions as may be agreed to by TenX and the Agents. Subject to applicable laws and the provisions of the agency agreement to be entered into among TenX and the Agents with respect to the Offering, the Agents may offer the Subscription Receipts outside of Canada, including in the United States, by way of private placement pursuant to and in compliance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.
The TSXV has not yet conditionally approved the Transaction or the listing of the Resulting Issuer Shares or Resulting Issuer Warrants underlying the Subscription Receipts.
The Subscription Receipts will not be listed on any exchange and shall be subject to an indefinite hold period as set out in National Instrument 45-102 - Resale of Securities. The Resulting Issuer Shares and the Resulting Issuer Warrants ultimately issuable upon the conversion of the Subscription Receipts and subsequent exchange, and the Resulting Issuer Shares issuable upon due exercise of Resulting Issuer Warrants, if any, will not be subject to a hold period under applicable securities legislation in Canada.
About TenX (formerly, Layer X Inc.)
TenX is a technology company focused on advancing emerging blockchain protocols through innovative staking and infrastructure solutions. Its mission is to empower high-throughput blockchain networks by delivering secure, efficient, and user-friendly staking infrastructure - eliminating the complexities associated with existing services. TenX is led by an experienced management team with a track record of success in the crypto industry.
About Iocaste
Iocaste is a "capital pool company" that completed its initial public offering in November 2021. The common shares of Iocaste ("Iocaste Shares") are listed for trading on the TSXV under the stock symbol ICY.P. Iocaste has not commenced commercial operations and has no assets other than cash. It is intended that the Transaction, when completed, will constitute the "Qualifying Transaction" of Iocaste pursuant to the CPC Policy.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this press release includes, without limitation, information pertaining to the size, the use of proceeds and the intended closing date of the Offering, TSXV approvals, and the ability of Iocaste to close any of the transactions described herein. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
In disclosing the forward-looking information contained in this press release, Iocaste has made certain assumptions, including that: the Offering and the Transaction will be completed on acceptable terms, the expected closing date of the Offering and the Transaction, the expected use of proceeds from the Offering and that all applicable shareholder and regulatory approvals for the Offering and Transaction, as applicable, will be received. Although Iocaste believes that the expectations reflected in such forward-looking information are reasonable, including assumptions related to market trends and past performance of TenX, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Iocaste disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
For further information, contact:
Iocaste Ventures Inc. Lorne Michael Sugarman
President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and a Director
Phone: 416 477 1753
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
All information provided in this press release relating to TenX, including forward-looking information as it relates to TenX, has been provided by management of TenX and has not been independently verified by management of Iocaste. As the date of this press release, Iocaste has not entered into a definitive agreement with TenX with respect to the Transaction (the "Definitive Agreement"), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254399
SOURCE: Iocaste Ventures Inc.
