Mr. Lorne Sugarman reports

IOCASTE VENTURES INC. ENTERS INTO LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH LAYER X INC.

Iocaste Ventures Inc. and Layer X Inc. have entered into a non-binding letter of intent, dated March 19, 2025, which outlines the general terms and conditions of a proposed business combination.

About Layer X Inc.

Layer X 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. Layer X is led by an experienced management team with a record of success in the crypto industry.

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 Layer X, 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 Layer X 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 negotiated or entered into.

Pursuant to the transaction, Iocaste will issue Iocaste shares as consideration to purchase, acquire or exchange all of the issued and outstanding Layer X shares. The exchange ratio for the transaction shall be determined by reference to a deemed premoney valuation of $15-million for Layer X, subject to any adjustments by the parties. Each Layer X option shall be exchanged for an Iocaste option, subject to any adjustments based on the exchange ratio.

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 Layer X will complete a private placement of subscription receipts of Layer X for a minimum of $5-million or such other amount as Layer X may determine, subject to the approval of Iocaste, such approval not to be unreasonably withheld, 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. The private placement may be conducted on a brokered or non-brokered basis, and Layer X may engage an investment dealer or agent in connection with the private placement. Iocaste will its best efforts to assist Layer X in securing commitments for the private placement and will use commercially reasonable efforts to raise at least $2-million. 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 Layer X and will change the resulting issuer's name to such name as determined by Layer X 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 consist of a minimum of three directors, each nominated by Layer X. At the closing of the transaction, the current directors of Iocaste will resign and be replaced by the nominees of Layer X in accordance with corporate law and with the approval of the TSX-V.

In addition, voting support agreements shall be signed in form and substance acceptable to Layer X, confirming that each of the holders of resulting issuer common shares which are subject to escrow under the transaction shall vote such resulting issuer common shares in support of all matters recommended by management for approval by the shareholders of the resulting issuer until the earlier of: (i) the date the applicable resulting issuer common shares are released from escrow; and (ii) two years following the closing of the transaction.

Conditions precedent

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

• Satisfactory completion of due diligence by both parties;
• 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 capital pool company 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.

Additional information

Iocaste will provide further details in respect of the transaction in due course by way of press release in accordance with the requirements of the CPC policy. However, Iocaste will make available to the TSX-V all information, including financial information, as required by the TSX-V, and will provide, in a press release to be disseminated at a later date, required disclosure.

All information contained in this press release with respect to Iocaste and Layer X was supplied by the parties, respectively, 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.

Completion of the transaction is subject to a number of conditions, including, but not limited to, acceptance of the TSX-V and, if applicable pursuant to the requirements of the TSX-V, majority of the minority 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.

We seek Safe Harbor.