Mr. Jason Dussault reports

INTELLISTAKE SIGNS C$17 MILLION DEFENSE AI ACQUISITION AGREEMENT FOR NANOAI TECHNOLOGIES

Intellistake Technologies Corp. has entered into a definitive agreement dated Aug. 3, 2026, to acquire NanoAi Technologies Inc., a nanotechnology and artificial intelligence (AI) company that has developed proprietary standoff detection devices capable of identifying multiple specific threats, with applications across defence, health care, aerospace, energy and critical infrastructure.

Highlights:

• $17-million (Canadian) acquisition in Intellistake common shares, subject to performance-based vesting milestones;
• The acquisition adds NanoAi founder, chairman and chief executive officer Craig Micklich, a U.S. Navy SEAL veteran with 12 years of service, bringing mission-proven leadership and deep operational expertise to the development of next-generation defence sensor technologies designed for high-threat environments;
• NanoAi's proprietary platform capabilities:
  • 60,000-plus validation tests completed: NanoAi Analyzer detects airborne threats from a distance;
  • Proven, proprietary platform technology: NanoAi's core sensing platform spans multiple verticals, including defense, health and industrial applications. Craig Micklich is a co-author on peer-reviewed research underlying the core technology, published following a rigorous, internationally recognized review and acceptance process;
  • Proprietary standoff detection: identifies multiple distinct threats simultaneously, in an ultralight form factor, with no physical contact required;
  • Planned recurring-revenue model: designed for durable, compounding growth as devices deploy at scale, not one-time hardware sales;
  • A connected intelligence layer: continuously monitors every deployed device, growing smarter as the installed base expands;
• $13.95-billion (U.S.) AI and analytics in defence market in 2026, projected to reach $23.5-billion (U.S.) by 2030;
• $12.6-billion (U.S.) global counter-UAS spending in 2026; U.S. FY (fiscal year) 2026 defence budget reached $1-trillion (U.S.).

The market opportunity

The global defence sector operates an expanding network of hardware: drones, CBRNE (chemical, biological, radiological, nuclear and explosive threats) detectors, IoT (Internet of things) sensor arrays and satellite systems. What most operators currently lack is the software layer that fuses data from those devices into a unified operational picture in real time.

According to third party market research, the AI and analytics market in defence is estimated at $13.95-billion (U.S.) in 2026 and is projected to reach $23.5-billion (U.S.) by 2030. The broader military AI market is expected to reach $41.6-billion (U.S.) by 2035, growing at a CAGR (compound annual growth rate) of 17.4 per cent.

Global counter-UAS spending is forecast to reach $12.6-billion (U.S.) in 2026 and $24.1-billion (U.S.) by 2030, according to Unmanned Airspace. Control systems are estimated to be the market's fastest-growing component between 2026 and 2035.

The U.S. FY 2026 defence budget reached a historic $1-trillion (U.S.), with a proposed $1.5-trillion (U.S.) for FY 2027.

NanoAi's detection and intelligence platform

NanoAi builds the NanoAi Analyzer, a portable nanotechnology-based air screening device capable of identifying multiple specific threats.

Its proven proprietary product platform portfolio also includes standoff threat detection applications intended to integrate into wearables, entryways, drones and robots.

The platform features proprietary standoff detection, identifying multiple distinct threats simultaneously in an ultralight form factor, with no physical contact required.

NanoAi has completed more than 60,000 validation tests for infection detection, with results delivered in approximately 30 seconds. Target applications span health care, defence and aerospace, energy and infrastructure, environmental testing, safety and security, and automated inspection.

NanoAi's platform extends beyond detection hardware to include back-end machine learning, geolocation and triangulation capabilities, and real-time data processing, supported by proven manufacturing scale. Its connected intelligence layer continuously monitors deployed devices, with the system designed to grow as the installed base expands.

NanoAi's business model is intended to generate recurring revenue, designed for durable, compounding growth as devices deploy at scale rather than one-time hardware sales.

NanoAi was founded by Mr. Micklich, a U.S. Navy SEAL veteran, entrepreneur and operating executive with a record of building and scaling technology companies in high-stakes environments. He has led the underlying sensing technology and business since 2018, which grew into today's NanoAi Technologies, taking the platform from a bench-level experiment to a full-stack sensing platform with active defence and commercial partnerships.

A service-connected disabled veteran and lifetime member of the UDT/SEAL community, Mr. Micklich served 12 years as a Navy SEAL. He is a co-author on peer-reviewed research underlying the core technology, published following a rigorous, internationally recognized review and acceptance process. He previously held senior roles in finance and capital markets, including managing director at Deutsche Bank and senior vice-president at Morgan Stanley. Mr. Micklich holds a bachelor of business administration in finance and an MBA. NanoAi is headquartered in Dallas, Tex.

How Intellistake intends to extend this

Intellistake's existing AI agent and data infrastructure capabilities, including enterprise SaaS (software-as-a-service) deployment, RAG (retrieval-augmented generation) engine architecture and AI-driven data pipelines, are intended to extend NanoAi's platform into enterprise-grade, multisensor data fusion and SaaS fleet management at scale.

Intellistake's infrastructure operates through data centres located outside of Cloud Act jurisdiction, which is intended to provide data sovereignty for defence and high-threat environments where secure, sovereign-controlled data handling is a requirement.

The company's blockchain infrastructure expertise is also expected to support the development of tamper-proof, immutable data pathways for sensor data recording, designed to provide verifiable chain-of-custody for detection data across defense and law enforcement applications.

the Transaction is intended to combine Intellistake's enterprise AI infrastructure with NanoAi's detection and intelligence platform to deliver an integrated sensor-to-decision capability. This is expected to position the combined company to address defence, law enforcement, health care, industrial and critical infrastructure markets.

The definitive agreement

The definitive agreement provides for Intellistake to acquire 100 per cent of the outstanding securities of NanoAi in exchange for approximately $17-million (Canadian) of Intellistake common shares, based on a price of 50 Canadian cents per Intellistake share, representing a total of 34,106,412 Intellistake shares. The Intellistake shares will be issued subject to the attainment of certain performance-based vesting milestones related to future contracts and revenues generated by NanoAi. The Intellistake shares will be subject to escrow and contractual trading restrictions to be set out therein as well.

Upon closing, Mr. Micklich and a second nominee of NanoAi would be appointed to the Intellistake board of directors. The transaction is arm's length and no long-term debt is being assumed as part of the transaction.

Jason Dussault, chief executive officer of Intellistake, commented:

"Intellistake has been building AI-driven data infrastructure that ingests, fuses and routes complex information for decision-makers. With the proposed acquisition of NanoAi, we intend to apply those capabilities directly to sensor data intelligence, combining our software layer with NanoAi's proven detection hardware to deliver an integrated sensor-to-decision capability. Craig Micklich brings 12 years of U.S. Navy SEAL service and a career in institutional finance, and NanoAi's devices have been tested across defence, law enforcement and health care environments. This acquisition is intended to position Intellistake to address a growing requirement for AI-driven sensor intelligence across both commercial and government markets."

Mr. Micklich commented:

"NanoAi's detection hardware has been tested across defense, law enforcement and health care environments, with over 60,000 validation tests completed. What we have identified is a complementary AI intelligence layer that can take sensor data and turn it into actionable decisions at scale. Intellistake's AI and data infrastructure capabilities are designed to address that requirement. This transaction is intended to bring together proven detection hardware with the software layer needed to deploy it across enterprise and government applications."

In connection with the transaction and subject to no objection from the Canadian Securities Exchange, Intellistake shall provide a bridge loan to NanoAi. The material terms of the bridge loan are:

• $1.3-million (U.S.) principal amount;
• Interest at a rate of 10 per cent per annum;
• Advance: principal amount shall be advanced in instalments as follows: (1) $300,000 (U.S.) within two business days of there being no objection from the Canadian Securities Exchange and verification of title to NanoAi's intellectual property; and (2) $200,000 (U.S.) on the monthly anniversary of the execution of the definitive agreement for a period of five months, provided that certain work plan milestones have been achieved;
• One year maturity date;
• Proceeds used for six months of corporate and development costs;
• General security agreement over all of the assets of NanoAi.

Completion of the transaction remains subject to customary conditions, including completion of satisfactory due diligence (including verifying title to the intellectual property of NanoAi), completion of the audit of financial statements of NanoAi, the company maintaining a minimum cash balance of $2-million and no objection from the Canadian Securities Exchange. Closing is targeted within 60 days thereafter, subject to satisfaction of closing conditions in the definitive agreement.

The company also announces that it has entered into an agreement with Think Ink Marketing Data & Email Services LLC to provide public relations services in an effort to increase public awareness of the company and its services and securities. Certain services to be provided by Think Ink are anticipated to include investor relations activities under the policies of the Canadian Securities Exchange and applicable securities laws.

The agreement is for a 12-month term commencing July 31, 2026, with either party having the right to terminate upon 30 days of written notice. The company has budgeted up to $30,000 (U.S.) for the marketing services of Think Ink, which include facilitating the creation and distribution of marketing materials, on-line banner and native/display advertising on platforms such as Google and Taboola, video content distribution on platforms such as YouTube, social media coverage on platforms such as X, TikTok and Meta, and e-mail distribution to subscribers of various newsletters.

Think Ink is a California-based marketing firm established in 1991 that provides its customers with a complete range of marketing services that includes data appending, e-mail marketing and pay-per-click on-line banner/native ads. Think Ink helps its clients to reach a large network of potential investors. No stock options are being granted to Think Ink under the terms of its engagement.

The contact information for Think Ink is 3308 W. Warner Ave., Santa Ana, Calif., 92704; phone: 310-760-2616; e-mail: claire@thinkinkmarketing.com. Think Ink and its principals are arm's length to the company.

The company further announces it has entered into a media services contract with Freedom Financial Research LLC (FFR). Pursuant to the terms of the FFR agreement, FFR will, among other items, provide the company with marketing services, which includes social media management, content creation, distribution, digital marketing, and any other marketing services as agreed upon by the company and FFR, for distribution by e-mail. The FFR agreement has a term of 30 days, commencing upon launch in August, 2026. The company will make a one-time payment to FFR of $125,000 (U.S.), as consideration for the services. The contact information for FFR is 877-884-4030 or support@freedomfinancialresearch.com, 435 Merchant Walk Square, Ste. 300-64, Charlottesville, 22902. The company will not issue any securities to FFR as compensation. FFR is arm's length to the company, and does not have any interest, direct or indirect, in the company or its securities, nor does it have any right to acquire such an interest.

About Intellistake Technologies Corp.

Intellistake is an AI infrastructure company building enterprise-grade data intelligence solutions. Through its AI agent capabilities, validator operations, strategic digital asset participation and the development of modular fintech infrastructure, Intellistake is working to bridge the gap between emerging technology networks and real-world industry adoption across enterprise, defence and institutional markets.

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