Vancouver, British Columbia--(Newsfile Corp. - December 5, 2025) - TenX Protocols Inc. (TSXV: TNX.V) (formerly, Iocaste Ventures Inc.) (the "Company") is pleased to announce that it has completed its previously announced "Qualifying Transaction" (as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange")) involving a three cornered amalgamation where TenX Labs Inc. (formerly, TenX Protocols Inc.), a private Ontario corporation ("TenX"), was amalgamated with a wholly-owned subsidiary of the Company (the "Qualifying Transaction"). In addition, the Company is pleased to announce the conversion and exchange of the subscription receipts (the "Subscription Receipts") issued in connection with TenX's previously announced brokered private placement (the "Brokered Offering") of Subscription Receipts and concurrent non-brokered private placement (the "Non-Brokered Offering" and, together with the Brokered Offering, the "Offerings") of Subscription Receipts for aggregate gross proceeds of approximately $29.9 million (consisting of approximately $6.36 million in cash and approximately $23.56 million in crypto assets). The Brokered Offering was led by Canaccord Genuity Corp. (the "Lead Agent"), as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Sightline Wealth Management LP, Ventum Financial Corp., INFOR Financial Inc. and Richardson Wealth Limited (collectively, the "Agents").
Immediately prior to the closing of the Qualifying Transaction, the Company consolidated its issued and outstanding common shares on a 7.5 to 1 basis (each post-consolidation common share, a "Common Share") and changed its name from "Iocaste Ventures Inc." to "TenX Protocols Inc.". The Company's new CUSIP number will be 880945100 and its new ISIN will be CA8809451005. Shareholders of the Company are not required to take any action with respect to the consolidation or the name change and are not required to exchange their existing share certificates for new certificates bearing the Company's new name. The Company's transfer agent, Odyssey Trust Company, will send registered shareholders a new Direct Registration System advice (DRS) representing the number of post-consolidation Common Shares held by such shareholders.
Upon completion of the Qualifying Transaction, including the completion of the Offerings, the issued and outstanding share capital of the Company consists of: (i) 62,638,731 Common Shares; (ii) outstanding options to acquire an additional 569,998 Common Shares; (iii) outstanding agent options to acquire an additional 12,632 Common Shares; (iv) outstanding Company Warrants (as such term is defined herein) to acquire an additional 19,952,346 Common Shares; and (v) outstanding Company Compensation Warrants (as such term is defined herein) to acquire an additional 441,274 Common Shares.
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 2 issuer pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange under the symbol "TNX.V" at the opening of the markets on December 10, 2025.
In connection with the Qualifying Transaction, the Company's incumbent board of directors has resigned and the board of directors has been reconstituted and is now comprised of the following individuals: Mateusz Cybula, Filip Cybula, Michael Ashby and Aydin Kilic. In addition, the board has appointed Mateusz Cybula as Chief Executive Officer, Filip Cybula as Chief Operating Officer, Martin Bui as Chief Financial Officer and Geoff Byers as Chief Technology Officer. Michael Ashby will serve as Chair of the Company's audit committee.
Full details of the Qualifying Transaction and certain other matters are set out in the filing statement of the Company dated November 25, 2025 (the "Filing Statement"). A copy of the Filing Statement can be found under the Company's SEDAR+ profile on SEDAR+ at www.sedarplus.ca.
The Offerings
As previously announced, TenX and the Company engaged the Agents to complete a private placement offering of Subscription Receipts on a "commercially reasonable efforts" basis.
Pursuant to the Brokered Offering, TenX issued an aggregate of 8,487,740 Subscription Receipts at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $6,365,805. In addition to the Brokered Offering, TenX completed the Non-Brokered Offering of 31,416,955 Subscription Receipts, at a deemed price of $0.75 per Subscription Receipt, for aggregate gross in-kind proceeds of approximately $23,562,716. In connection with the Non-Brokered Offering, subscribers satisfied the purchase price for the Subscription Receipts through payment in-kind (by contributing certain agreed upon crypto assets to TenX at current market values). In connection with the Non-Brokered Offering, TenX received a mix of Solana (SOL) tokens; SEI tokens; and USDC tokens (collectively, the "Digital Assets"). The Digital Assets were valued at the five-day volume weighted average price of such Digital Assets on CoinMarketCap as of the date immediately prior to closing of the Non-Brokered Offering.
Immediately prior to the closing of the Qualifying Transaction, each Subscription Receipt was automatically converted into one (1) common share of TenX (each, a "TenX Share") and one-half of one (1/2) common share purchase warrant of TenX (each whole warrant, a "TenX Warrant").
Each TenX Share was then immediately exchanged for one (1) Common Share of the Company at a post-transaction price per Common Share of $0.75, and each whole TenX Warrant was then exchanged for one (1) Common Share purchase warrant of the Company (each, a "Company Warrant"). Each Company Warrant is exercisable into one (1) Common Share at an exercise price of $1.15 per Common Share for a period of 24 months from the completion of the Qualifying Transaction.
In connection with the Brokered Offering, the Agents received: (i) a cash commission of $330,955 (the "Cash Commission"), 50% of which was paid to the Agents on closing of the Brokered Offering while the remaining 50% of the Cash Commission was paid to the Agents upon completion of the Qualifying Transaction, and (ii) 441,274 compensation options of TenX (the "TenX Compensation Warrants"). Upon completion of the Qualifying Transaction, each TenX Compensation Warrant was exchanged for one (1) compensation option of the Company (each, a "Company Compensation Warrant"). Each Company Compensation Warrant entitles the Agents to purchase one (1) Common Share at a price of $0.75 for a period of 24 months from the closing of the Brokered Offering. In addition, TenX paid the Lead Agent a corporate finance fee of $250,000, $125,000 of which was paid in cash and $125,000 was satisfied by the issuance of 166,666 TenX Shares. Upon completion of the Qualifying Transaction, each TenX Share was exchanged for one (1) Common Share of the Company at a post-transaction price per Common Share of $0.75. No compensation options or cash commission was paid in connection with purchases under the Non-Brokered Offering.
It is expected that the net proceeds of the Offerings will be used primarily for strategic acquisitions and general working capital purposes.
In connection with the Brokered Offering, each of the directors and officers of the Company entered into contractual lockup agreements restricting transfer of their securities.
For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Company's press releases dated March 25, 2025, June 3, 2025, August 18, 2025, and November 25, 2025 and the Filing Statement, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca.
About TenX Protocols Inc.
The Company's primary focus is to build vertically integrated staking that combines proprietary digital asset staking, in-house validator operations, and a forthcoming staking platform for third-party participation. The Company's main business generates revenue by managing a balance sheet of digital cryptocurrency assets that are staked using a proprietary method to earn high-throughput blockchain protocol-native rewards, with a focus on networks that optimize for speed, scalability, and security. The Company intends to allocate the majority of its available capital to directly holding and staking various cryptocurrencies that it believes may increase in value. Given the Company's management team's experience in this ecosystem, they believe they can understand those economics better than most of its competitors.
For more information, please contact:
Mateusz Cybula, Chief Executive Officer
info@tenx.inc
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated use of proceeds of the Offerings and the final acceptance of the Qualifying Transaction by the Exchange.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE: Iocaste Ventures Inc.