/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./
VANCOUVER, BC, Aug. 18, 2025 /CNW/ - Intellistake Technologies Corp. (CSE: ISTK) (OTCQB: ISTKF) (FSE: E41) ("Intellistake" or the "Company") announces a clarification to the terms and conditions for completion of its private placement announced by news release dated August 14, 2025. The Company intends to undertake a non-brokered private placement of units (each, a "Unit") at a price of $0.87 per Unit (the "Issue Price") to raise gross proceeds of up to $5 million (the "Offering"), subject to a 15% over allotment option (the "Over-Allotment Option"). Each Unit will consist of one class "A" shares (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 for a period of 36 months following the closing of the Offering, 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.
An aggregate of up to 5,747,127 Units may be issued pursuant to the Offering, which number shall increase to an aggregate of up to 6,609,196 Units if the Over-Allotment Option is exercised by the Company in full, in connection with closing. The Issue Price was set by way of confidential price protection request made on July 28, 2025. Completion of the Offering remains subject to the Issue Price receiving disinterested shareholder approval by written consent pursuant to section 4.6(2)(a)(ii) of CSE Policy 4. There will be no insider participation in the Offering. The securities issued pursuant to the Offering will be subject to a hold period expiring four months and one day after closing of the Offering.
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 a portion of the costs of the marketing services described in that news release. The Company retains the right to raise up to an additional $5 million on a private placement basis through the issuance of units, with such financing being priced in the context of the market and subject to applicable stock exchange policies at the relevant time.
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.
