Mr. Lorne Sugarman reports

IOCASTE VENTURES AND TENX PROTOCOLS ENTER INTO DEFINITIVE AGREEMENT

Iocaste Ventures Inc. and TenX Protocols Inc. (formerly Layer X Inc.) have entered into a business combination agreement dated Aug. 18, 2025, which outlines the terms and conditions pursuant to which Iocaste and TenX Protocols will complete a transaction that will result in a reverse takeover of Iocaste by the shareholders of TenX Protocols by way of a three-cornered amalgamation between Iocaste, TenX Protocol and a wholly owned subsidiary of Iocaste.

In addition, as previously announced on June 3, 2025, TenX Protocols engaged Canaccord Genuity Inc., to act as lead agent, together with Sightline Wealth Management LP, Ventum Financial Corp., Infor Financial Inc. and Richardson Wealth Ltd., to complete a private placement offering of subscription receipts of TenX Protocols on a commercially reasonable effort basis for aggregate gross proceeds of up to $20-million. TenX Protocols has also agreed to grant the agents an option, which will allow the agents to offer an additional 15 per cent of the subscription receipts under the brokered offering. The agent's option may be exercised in whole or in part at any time up to two days prior to the closing of the brokered offering.

For additional information concerning the transaction and the foregoing matters, please refer to Iocaste's press releases dated March 25, 2025, and June 3, 2025, which are available under Iocaste's SEDAR+ profile and the filing statement, which will be filed under Iocaste's SEDAR+ profile.

The transaction

Subject to TSX Venture Exchange approval, shareholder approval and other conditions set out in the definitive agreement, TenX Protocols will amalgamate with a wholly owned subsidiary of Iocaste to facilitate the completion of the transaction. Upon completion of the transaction, it is the intention of the parties that the resulting company after the completion of the transaction will continue to carry on the business of TenX Protocols. Following completion of the transaction, subject to all requisite approvals, it is anticipated that the resulting issuer will be a Tier 2 technology issuer.

Immediately prior to the completion of the transaction, Iocaste will effect: (i) a consolidation of all of the outstanding common shares in the capital of Iocaste on a one-for-7.5 basis, resulting in an aggregate of approximately 1,494,034 postconsolidation Iocaste shares outstanding; and (ii) a name change pursuant to which it will change its name to TenX Protocols Inc. or such other name as determined by TenX Protocols.

Pursuant to the definitive agreement, in connection with the transaction, the holders of common shares in the capital of TenX Protocols, immediately prior to the effective time of the of the amalgamation, will receive one postconsolidation Iocaste share in exchange for each TenX share held. Upon completion of the transaction and without giving effect to the offerings (as defined below), the shareholders of Iocaste will hold approximately 1,494,034 resulting issuer shares, and the shareholders of TenX Protocols will hold approximately 21,073,333 resulting issuer shares (at a deemed price of 75 cents per resulting issuer share).

In addition to the foregoing, the former holders of Iocaste securities convertible into Iocaste shares will hold securities entitling them to acquire up to an additional 122,632 resulting issuer shares, and the former holders of TenX Protocols securities convertible into TenX shares will receive securities entitling them to acquire up to an additional 360,000 resulting issuer shares.

Non-arm's-length parties (as defined in the policies of the TSX-V) of Iocaste do not hold any direct or indirect beneficial interest in TenX. The transaction is not a non-arm's-length qualifying transaction (as defined in the policies of the TSX-V), and it is not expected that the transaction will be subject to approval by Iocaste's shareholders.

Concurrent financing

TenX Protocols and Iocaste intend to complete the brokered offering for up to 26,666,666 subscription receipts of TenX Protocols at a price of 75 cents per subscription receipt for aggregate gross proceeds of up to $20-million.

Upon satisfaction of certain conditions, immediately prior to the closing of the transaction, each subscription receipt will automatically be converted into a unit of TenX Protocols without further payment or action on the part of the holder. Each unit will consist of one TenX share and one-half of one common share purchase warrant of TenX Protocols. Each such warrant will be exercisable into one TenX share at an exercise price of $1.15 per TenX share. Immediately after conversion of the subscription receipts: (a) each TenX share issued pursuant to the conversion of the subscription receipts will automatically be exchanged pursuant to the terms of the transaction into one resulting issuer share; and (b) each warrant issued pursuant to the conversion of the subscription receipts will automatically be exchanged pursuant to the terms of the transaction into one common share purchase warrant of the resulting issuer. Each resulting issuer warrant will be exercisable into one resulting issuer share at an exercise price of $1.15 per resulting issuer share for a period of 24 months from the satisfaction of the escrow release conditions.

TenX Protocols has agreed to pay the agents a cash commission equal to 7.0 per cent of the aggregate gross proceeds of the brokered offering (including any proceeds derived from the exercise of the agent's option), other than in respect of proceeds raised from purchasers on a president's list in respect of which the cash commission payable to the agents will be reduced to a minimum of 3.0 per cent of the gross proceeds of such sales. In addition, TenX Protocols will issue to the agents such number of compensation warrants as is equal to 7.0 per cent of the aggregate number of subscription receipts sold under the brokered offering (including on any exercise of the agent's 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 per cent of such aggregate sales. Each compensation warrant will ultimately entitle the agents to purchase one resulting issuer share at a price of at 75 cents for a period of 24 months following the date of the satisfaction of the escrow release conditions. In addition, TenX Protocols has agreed to pay the lead agent a corporate finance fee of $250,000, $125,000 of which is to be paid out in cash and $125,000 of which is payable by the issuance of 166,666 resulting issuer shares.

In the event the brokered offering is completed and is fully subscribed (excluding the exercise of the agent's option), participants in the brokered offering will receive an aggregate of 26,666,666 resulting issuer shares at a posttransaction price per share of 75 cents.

TenX Protocols also expects to complete a non-brokered private placement of subscription receipts for additional gross proceeds of up to $25-million concurrently with the brokered offering, pursuant to which purchasers will satisfy the purchase price for the subscription receipts through payment in kind (by contributing certain agreed-upon crypto assets to TenX at current market values), subject to applicable laws. No compensation warrants or cash commission shall be payable in connection with purchasers under the non-brokered offering. There is no minimum amount that must be raised in connection with the non-brokered offering.

It is expected that the proceeds of the brokered offering and the non-brokered offering will be used primarily for strategic acquisitions and general working capital purposes.

Directors and officers of the resulting issuer

Upon completion of the transaction, it is anticipated that the current directors and officers of Iocaste will resign and that the management team of the resulting issuer following the completion of the transaction will be composed of Mateusz Cybula (chief executive officer), Filip Cybula (chief operating officer), Geoff Byers (chief technology officer) and Martin Bui (chief financial officer and corporate secretary). It is anticipated that, following the completion of the transaction, the resulting issuer's board of directors will consist of four directors, being Mateusz Cybula, Filip Cybula, Michael Ashby and Aydin Kilic.

The relevant experience of the proposed officers and directors of the resulting issuer is set out below.

Mateusz Cybula -- proposed chief executive officer and director

Mateusz Cybula is the chief executive officer and a director of TenX Protocols. He has over a decade of experience in the cryptocurrency and blockchain industry. He holds an MSc from the London School of Economics and was formerly the chief executive officer and co-founder of Cryptiv Inc., a custodial wallet provider acquired by Coinsquare in 2019. He has a deep understanding of blockchain technologies, cryptocurrency markets and the systems that drive them, making him adept at building innovative solutions in the evolving world of digital finance.

Filip Cybula -- proposed chief operating officer and director

Filip Cybula is the chief operating officer and a director of TenX Protocols. He has over a decade of experience in the cryptocurrency and blockchain industry. As chief operating officer and co-founder of Cryptiv, a custodial wallet provider, he led the company's strategy and growth. He specializes in evaluating the fundamental drivers of blockchain networks and understanding their cryptoeconomic structures. He holds an MSc from the University of Oxford, where his research explored the disruptive impact of the Internet on centralized organizations.

Michael Ashby -- proposed director

Mr. Ashby is the chief executive officer and chief investment officer of AlgoQuant, a global quantitative trading firm active in proprietary trading and asset management. He previously led digital asset strategy at Point72, and held senior roles at Meraki Global Advisors, Thunderbird Partners and Ziff Brothers. He brings deep institutional experience in digital assets, quantitative trading and fund management.

Aydin Kilic -- proposed director

Mr. Kilic is the president and chief executive officer of Hive Digital Technologies Ltd. He has a 20-year career as an entrepreneur and electrical engineer with expertise in cryptocurrency, capital markets, real-estate development and scientific research. He founded Fortress Blockchain Corp. in 2017, a Canadian public company in the blockchain industry mining Bitcoin. Mr. Kilic has a degree in engineering sciences (honours) from Simon Fraser University.

Geoff Byers -- proposed chief technology officer

Mr. Byers is the chief technology officer of TenX Protocols. He is an experienced blockchain and cryptocurrency developer with over a decade of experience in building secure systems. As chief technology officer and co-founder of Cryptiv, he developed institutional-grade crypto custody solutions, leveraging his deep expertise in reverse engineering and cybersecurity. Previously, he served as chief technology officer of Tetra Trust Company, Canada's first qualified crypto custodian. Active in blockchain since 2014, he is committed to advancing secure blockchain infrastructure.

Martin Bui -- proposed chief financial officer and corporate secretary

Mr. Bui is the chief financial officer of TenX Protocols. He graduated from York University with a degree in accounting and finance. He has worked across private and public companies in industries like manufacturing, pharmaceuticals and crypto. Most recently, he led financial reporting and corporate finance at Hut 8 Mining. With experience in technical accounting, corporate governance, capital markets and public company compliance, he is a seasoned finance professional.

Financial information of TenX Protocols

The table below sets out certain financial data for TenX Protocols in respect of the period from incorporation on Nov. 13, 2024, to March 31, 2025.

Consolidated capitalization

The following table sets forth the pro forma share capital of the resulting issuer, on a consolidated basis, after giving effect to the transaction.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless an exemption or waiver from the sponsorship requirement is available. A request has been made to the TSX-V for a waiver of the sponsorship requirements of Policy 2.2 (Sponsorship and Sponsorship Requirements) of the TSX-V, but there is no assurance that such waiver will be granted.

Trading halt

Trading in the Iocaste shares is currently 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.

Non-arm's-length parties

There are no non-arm's-length parties (as defined in TSX-V Policy 1.1 (Interpretation)) of Iocaste that: (a) have a direct or indirect beneficial interest in TenX Protocols; or (b) are insiders (as defined in TSX-V Policy 1.1 (Interpretation)) of TenX Protocols. There are no relationships between or among the non-arm's-length parties of Iocaste and the non-arm's-length parties to the qualifying transaction. The transaction is not a non-arm's-length qualifying transaction (as defined in the policies of the TSX-V), and it is not expected that the transaction will be subject to approval by Iocaste's shareholders.

About TenX Protocols Inc.

TenX Protocols was incorporated on Nov. 13, 2024, under the Business Corporations Act (Ontario) to pursue a diversified blockchain and cryptocurrency staking strategy through its proprietary advanced staking infrastructure and innovative developer tooling. TenX Protocols is not a reporting issuer in any province or territory of Canada. TenX Protocols founders, Mateusz Cybula and Filip Cybula, and a team of experienced operators have a proven record of execution in the cryptocurrency and blockchain ecosystem, including Cryptiv.

TenX Protocols' 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. TenX Protocols' 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. TenX Protocols intends to allocate the majority of its available capital to directly holding and staking various cryptocurrencies that it believes may increase in value. Given TenX Protocols' management team's experience in this ecosystem, TenX Protocols believes it can understand those economics better than most of its competitors.

About Iocaste Ventures Inc.

Iocaste is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a qualifying transaction (as such term is defined under the policies of the TSX-V). Iocaste was incorporated on July 6, 2021, under the Business Corporations Act (British Columbia), and is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Iocaste shares are listed for trading on the TSX-V. The Iocaste shares were halted on March 25, 2025, in connection with the announcement of the transaction and remain halted as at the date hereof. Until completion of a qualifying transaction, Iocaste will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed qualifying transaction.

Additional information

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless an exemption or waiver from the sponsorship requirement is available. A request has been made to the TSX-V for a waiver of the sponsorship requirements of Policy 2.2 (Sponsorship and Sponsorship Requirements) of the TSX-V, but there is no assurance that such waiver will be granted.

Trading in the Iocaste shares is currently halted. It is uncertain whether the Iocaste shares will resume trading until the transaction is completed and approved by the TSX-V. There are not any interests in the transaction held by non-arm's-length parties to the TSX-V.

Except as disclosed herein, there are no finders' fees or similar fees payable for the transaction.

All information contained in this news release with respect to TenX Protocols (including, the proposed directors and officers of the resulting issuer) and Iocaste was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding Iocaste, TenX Protocols, the resulting issuer or the transaction, please refer to the filing statement, which will be made available under Iocaste's SEDAR+ profile.

Borden Ladner Gervais LLP acts as legal counsel to Iocaste. TenX Protocols is represented by Mintz LLP. The agents are represented by Fasken Martineau DuMoulin LLP.

We seek Safe Harbor.