Mr. Mateusz Cybula reports

TENX PROTOCOLS ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

TenX Protocols Inc., previously Iocaste Ventures Inc., has completed its previously announced qualifying transaction (as defined by Policy 2.4 of the TSX Venture Exchange), involving a three-cornered amalgamation, where TenX Labs Inc. (formerly TenX Protocols Inc.), a private Ontario corporation, was amalgamated with a wholly owned subsidiary of the company. In addition, the company is pleased to announce the conversion and exchange of the subscription receipts issued in connection with TenX's previously announced brokered private placement of subscription receipts and concurrent non-brokered private placement 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., 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 Ltd.

Immediately prior to the closing of the qualifying transaction, the company consolidated its issued and outstanding common shares on a one-new-for-7.5-old basis and changed its name from Iocaste Ventures to TenX Protocols. The company's new Cusip number will be 880945 10 0 and its new ISIN will be CA 880945 10 0 5. 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 (DRS) advice representing the number of postconsolidation 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 Dec. 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 now comprises the following individuals: Mateusz Cybula, Filip Cybula, Michael Ashby and Aydin Kilic. In addition, the board has appointed Mr. Cybula as chief executive officer, Mr. Cybula as chief operating officer, Martin Bui as chief financial officer and Geoff Byers as chief technology officer. Mr. 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 Nov. 25, 2025. A copy of the filing statement can be found under the company's SEDAR+ profile.

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 75 cents 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 75 cents 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. 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 common share of TenX and one-half of one common share purchase warrant of TenX.

Each TenX share was then immediately exchanged for one common share of the company at a posttransaction price per common share of 75 cents and each whole TenX warrant was then exchanged for one common share purchase warrant of the company. Each company warrant is exercisable into one 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, 50 per cent of which was paid to the agents on closing of the brokered offering, while the remaining 50 per cent of the cash commission was paid to the agents upon completion of the qualifying transaction; and (ii) 441,274 compensation options of TenX. Upon completion of the qualifying transaction, each TenX compensation warrant was exchanged for one compensation option of the company. Each company compensation warrant entitles the agents to purchase one common share at a price of 75 cents 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 common share of the company at a posttransaction price per common share of 75 cents. 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 news releases dated March 25, 2025, June 3, 2025, Aug. 18, 2025, and Nov. 25, 2025, and the filing statement, all of which are available under the company's SEDAR+ profile.

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, the company believes it can understand those economics better than most of its competitors.

We seek Safe Harbor.