Mr. Lorne Sugarman reports

IOCASTE VENTURES INC. ENTERS INTO LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH SIMULACRA CORPORATION

Iocaste Ventures Inc. and Simulacra Corp. have entered into a non-binding letter of intent, dated May 31, 2023, which outlines the general terms and conditions of a proposed business combination.

About Simulacra Corp.

Simulacra owns several subsidiaries focused on artificial intelligence (AI) and high-quality, humanoid robots. These subsidiaries include Realbotix LLC, maker of the Harmony Robot and AI platform, which utilizes artificial intelligence and robotics technologies to target personal companionship applications, and Abyss Creations LLC, the manufacturer of Realdoll, which has been producing realistic synthetic silicone humanoid figures since 1997. Utilizing its intellectual property and design expertise, Simulacra is uniquely positioned to expand into other markets that benefit from high-quality, natural-looking, humanoid robots, and personalized AI systems, such as medical applications, elderly care and personal therapy.

About Iocaste Ventures Inc.

Iocaste is a capital pool company that completed its initial public offering in November, 2021. The common shares of Iocaste are listed for trading on the TSX Venture Exchange 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 (as defined below), when completed, will constitute the qualifying transaction of Iocaste pursuant to Policy 2.4 -- Capital Pool Companies of the TSX-V.

Terms of the transaction

The proposed business combination would occur by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction, which will result in Simulacra, and in turn its various subsidiaries, at the applicable time (or successor corporation, as the case may be) becoming a wholly owned subsidiary of Iocaste or otherwise combining its corporate existence with that of Iocaste. Iocaste, after completion of the transaction, is referred to herein as the resulting issuer.

Pursuant to the terms and conditions of the LOI, Iocaste and Simulacra will negotiate and enter into a definitive agreement incorporating the principal terms of the transaction as described in the LOI and this press release. There is no assurance that a definitive agreement will be successfully negotiated or entered into.

The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the definitive agreement to be negotiated between the parties.

Private placement

The parties currently contemplate that Simulacra, or a subsidiary of Simulacra, will complete a private placement of subscription receipts of Simulacra, or a subsidiary of Simulacra, as applicable, for an approximate minimum amount of $2.5-million (U.S.) or the Canadian equivalent, at a price per subscription receipt to be determined in accordance with the TSX-V requirements and in the context of the market, having regard to an assessment of general market conditions and investor sentiment. Further disclosure will be provided upon the successful negotiation. There is no assurance that such negotiations will be concluded successfully.

Management of the resulting issuer

As a result of the transaction, the resulting issuer will indirectly carry on the business of Simulacra and will change the resulting issuer's name to such name as determined by Simulacra and as may be accepted by the TSX-V and any other relevant regulatory authorities.

If the transaction is completed, it is expected that the board of directors of the resulting issuer on closing will comprise suitable nominees, each of whom will be appointed by Simulacra. At the closing of the transaction, the current directors of Iocaste will resign and be replaced by the nominees of Simulacra, in accordance with corporate law and with the approval of the TSX-V.

Conditions precedent

Completion of the transaction is subject to a number of conditions, including, but not limited to:

• Satisfactory completion of due diligence;
• Execution of the definitive agreement;
• Completion of the private placement;
• Receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSX-V;
• Preparation and filing of a management information circular or filing statement outlining the definitive terms of the transaction and describing the business to be conducted by the resulting issuer following completion of the transaction, in accordance with the policies of the TSX-V.

Special meeting of Iocaste shareholders

The transaction would be carried out by parties dealing at arm's length to one another and therefore would not be considered a non-arm's-length qualifying transaction as such term is defined in the CPC policy. As a result, a special meeting of the shareholders of Iocaste is not required by the TSX-V to approve the transaction. However, the structure of the transaction has not yet been finalized so shareholder approval under corporate law may be required in certain circumstances.

Sponsorship

Iocaste intends to make an application for exemption from the sponsorship requirements of the TSX-V in connection with the transaction; however, there is no assurance that the TSX-V will exempt Iocaste from all or part of the applicable sponsorship requirements.

Trading halt

Trading in the Iocaste shares has been halted and is not expected to resume trading until completion of the transaction or until the TSX-V receives the requisite documentation to resume trading.

We seek Safe Harbor.