Star Metro - Secure Blockchain Announces Definitive Agreement to Acquire Agentic Solutions Limited, Private Placement and Debt Settlement

Agentic is an early stage, pre-revenue, technology-driven company specializing in blockchain infrastructure and artificial intelligence (AI) solutions. Built on the open-source elizaOS framework in close collaboration with the Eliza Foundation and Agentic's founders, Steven Bryson-Haynes and Sebastian Quinn-Watson, Agentic develops proprietary AI agents to enhance validator operations, optimize staking strategies and generate yield in decentralized finance (DeFi) across proof-of-stake networks. As an early stage company, Agentic does not have material assets or liabilities.

The parties to the SPA are arm's length to the Company. No finders' fees are payable in connection with the Acquisition.

On closing of the Acquisition, Sebastian Quinn-Watson, a founder of Agentic, will also join the Board of Directors of the Company. Steven Bryson-Haynes will remain President of Agentic to lead this new initiative between Secure Blockchain and Agentic.

In connection with the Acquisition, Secure Blockchain will also complete a non-brokered private placement (the "Financing") to raise gross proceeds of up to $1,500,000, comprising up to 13,333,333 units of the Company (the "Units") at a price of $0.1125 per Unit. Each Unit will consist of one common share and one half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder thereof to acquire one additional common share of the Company at a price of $0.15 per share for a period of 48 months from the closing of the Financing. Certain of the subscription proceeds are expected to be settled utilizing stable coin USDC, at prevailing conversion settlement rates. The proceeds of the Financing will be used to settle certain debts of the Company, to fund certain blockchain development initiatives and for working capital purposes. No finders fees will be payable in connection with the Financing.

The Company also announces that it has reached agreement with certain credhttps://www.identillect.com/s of the Company to settle an aggregate of $500,000 in liabilities through the issuance of 4,444,444 common shares of the Company at a deemed price of $0.1125 per share (the "Debt Settlement"). It is anticipated that Todd Sexton, CEO of the Company, will participate in the Debt Settlement.

Todd Sexton, CEO of Secure Blockchain commented, "We are excited to partner with Agentic and with their partner, Eliza Labs, in our expansion into other business opportunities within the blockchain environment."

Any securities issued under the Acquisition, Financing, and Debt Settlement will be subject to a statutory hold period of four months and one day from the date of issuance. The Acquisition, Financing, and Debt Settlement are subject to the approval of the TSX Venture Exchange. Closing of the Acquisition is also subject to customary closing conditions, as set forth in the SPA, including completion of the Financing and Debt Settlement.

About Agentic

Agentic is a technology-driven company specializing in blockchain infrastructure and AI solutions. Built on the open-source elizaOS framework in close collaboration with the Eliza Foundation, Agentic develops proprietary AI agents to enhance validator operations, optimize staking strategies, and generate yield in DeFi across proof-of-stake networks. Core activities include operating and delegating to validators to secure blockchain networks, deploying capital into staking and DeFi protocols for yield optimization, and offering subscription-based AI analytics services.

About Secure Blockchain Development Corp.

Secure Blockchain is a leading provider of blockchain-embedded email encryption services, utilizing blockchain to secure, verify and ensure financial and real-estate transaction integrity. Blockchain is utilized in Secure Blockchain's flagship Delivery Trust^® cybersecurity platform protecting against cyber security attacks.

Delivery Trust^® leverages the Ethereum blockchain for a uniquely secure solution. By drawing on the inherent value proposition of the blockchain ledger, Delivery Trust^® relies on eleven unique integrity factors which are stored on the Ethereum ledger for every email that is composed. This digital fingerprint is then encrypted by the Advanced Encryption Standard (AES) key algorithm and placed on a decentralized ledger that must precisely match the recipient's key.

On Behalf of the Board of Directors of:

SECURE BLOCKCHAIN DEVELOPMENT CORP.

Todd Sexton
Chief Executive Officer
Tel: (949) 468-7878
Email: [email protected]

For more information, visit www.identillect.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", or variations of such words and phrases) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the completion of each of the Acquisition, the Financing and the Debt Settlement and the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange; reliance on key personnel; lack of operating history; competitive conditions; de-banking and financial services risk; anti money laundering and corrupt business practices; additional capital; financing risks; global financial conditions; insurance and uninsured risks; cybersecurity risks; changes to bank fees or practices, or payment card networks; audit of tax filings; market for the common shares of the Company; market price of the common shares of the Company; conflicts of interest; internal controls; tariffs and the imposition of other restrictions on trade could adversely affect the Company's business; risk of litigation; pandemics or other health crises; acquisitions and integration; dividend policy; custodial risks; technological vulnerabilities; short history risk; economic and political factors; security breaches; the requirements that accompany being a publicly traded company may put a strain on the Company's resources, divert attention from management, and adversely affect its ability to maintain and attract management and qualified board members; liquidity risk; leverage risk; and share price fluctuations.

Although management of the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements or information, whether as a result of new information, change in management's estimates or opinions, future circumstances or events or otherwise, except as expressly required by applicable securities law.

SOURCE: Secure Blockchain Development Corp.

View the original press release on ACCESS Newswire

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