/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
Over-Allotment Option Exercised in Full
VANCOUVER, BC , Sept. 3, 2025 /CNW/ - Intellistake Technologies Corp. (CSE: ISTK) (OTCQB: ISTKF) (FSE: E41) ("Intellistake" or the "Company") is pleased to announce the closing of its non-brokered private placement (the "Offering") originally announced by news releases dated August 14, 2025 and August 18, 2025. The Offering was over-subscribed and the full over-allotment option was exercised resulting in the issuance of 6,609,196 units (each, a "Unit") at a price of $0.87 per Unit (the "Issue Price") to raise gross proceeds of $5.75 million (the "Offering. Each Unit consists of one class "A" share (each a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Share at an exercise price of $1.08 until September 2, 2028, subject to accelerated expiry in certain circumstances.
In the event that the Shares become listed for trading on either a senior Canadian stock exchange (including without limitation the Toronto Stock Exchange or the Cboe Canada Exchange), NASDAQ or the NYSE (in either case, the "Triggering Event"), the expiry date of the Warrants will be automatically accelerated, irrespective of whether the Company gives notice thereof to the holders of the Warrants by way of news release, and the Warrants will expire on the first day that is ten trading days after the date of the Triggering Event (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The net proceeds of the Offering will be used for development of AI Agents, validator hardware acquisitions, acquisitions of digital currencies, research & development and marketing, repayment of existing accounts payable, investor relations expenditures, working capital requirements and other general corporate purposes. As disclosed in the August 14th news release, the Company intends to use the net proceeds of the Offering to acquire a portion of the up to $500,000 in digital assets and to fund the costs of the marketing services described in that news release.
The Company paid finder's fees to certain arm's-length third parties consisting of a cash commission of up to 7% of the gross proceeds of the Private Placement for an aggregate amount of $342,541.17 and up to 7% in finder warrants at the same terms of Warrants for an aggregate of 396,724 finder warrants. The securities issued pursuant to the Offering are subject to a hold period expiring January 3, 2026.
The Company also announces that since the announcement of its change of business transaction, it has received a total of $962,737.72 in proceeds from the exercise of warrants and stock options. It has used, or will use, these proceeds for acquisitions of digital currencies, research & development and marketing, repayment of existing accounts payable, investor relations expenditures, working capital requirements and other general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registrations are available. No public offering of securities is being made in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
