Star Metro - Secure Blockchain Completes Acquisition of Agentic Solutions Limited, Launches Enterprise Agentic AI Platform

The acquisition of Agentic by Secure Blockchain, a TSX Venture Exchange-listed technology issuer with established blockchain infrastructure capabilities, hands the commercial layer of the elizaOS framework its first public-market proxy and uniquely positions the combined entity to deliver agentic AI solutions with optional on-chain features - leveraging elizaOS's native blockchain integrations that set it apart from purely Web2 agent platforms.

"We are focused on delivering real agentic intelligence to businesses across every industry - from professional services and manufacturing to healthcare, retail, growth-stage tech, and blockchain-enabled applications," said Steven Bryson-Haynes, co-founder and President of Agentic.

Agentic is building its AI agents on elizaOS, positioning Secure Blockchain as the first public-market commercial arm for the framework's applications. Sebastian Quinn-Watson, Co-founder of Agentic and newly appointed Director of Secure Blockchain, commented: "This acquisition brings the commercial application of elizaOS to the public markets. We're building the tools that will allow companies to become truly agentic - where intelligent systems handle the heavy lifting while people focus on strategy and innovation."

Pursuant to the acquisition of Agentic, the Company issued an aggregate of 5,000,000 common shares of the Company to Agentic's shareholders, at a deemed price of $0.09 per share (the "Agentic Acquisition").

The Company has also closed a non-brokered private placement financing, raising $1.5 million through the issuance of 13,333,333 units of the Company (the "Units") at a price of $0.1125 per Unit (the "Financing"). The Financing included an anchor investment from the Eliza Foundation who subscribed for approximately 50% of the Financing. Each Unit consists 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 until April 10, 2030 (the "Warrants"). The Company has also settled an aggregate of $500,000 in liabilities through the issuance of 4,444,444 common shares of the Company at a price of $0.1125 per share (the "Debt Settlement").

Net proceeds from Financing will support AI agent development, platform build-out, consulting delivery, legacy liability settlement, and general working capital.

Subsequent to the Agentic Acquisition, Financing, and Debt Settlement, the Company has 32,590,531 common shares issued and outstanding. Securities issued in connection with the Agentic Acquisition, Financing, and Debt Settlement are subject to the statutory hold period expiring August 11, 2026.

The Debt Settlement included participation by Todd Sexton, CEO of the Company, in the aggregate amount of 693,333 common shares, representing a settlement of $78,000 of indebtedness. This participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the common shares is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as it was a distribution of securities for debt, and the fair market value of the common shares issued, and the aggregate consideration paid, did not exceed twenty-five percent of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement transaction because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Debt Settlement and the Company wished to close on an expedited basis for business reasons.

About Secure Blockchain Development Corp.

Secure Blockchain is a technology issuer focused on blockchain-embedded solutions and now enterprise agentic AI. Through its Delivery Trust^® platform and the newly integrated Agentic capabilities, the Company delivers secure, intelligent systems for high-integrity operations across industries. While the Company's core focus is enterprise agentic AI transformation, its blockchain heritage and elizaOS's on-chain capabilities provide optional advanced features for clients in finance and Web3 markets.

About Agentic Solutions Limited

Agentic specializes in autonomous AI agents and blockchain infrastructure, delivering production-ready AI solutions that automate complex workflows, enhance decision-making, and drive scalable enterprise transformation across all industries, while also providing differentiated blockchain capabilities for finance and Web3 markets.

About Eliza Labs

Eliza Labs is the creator of elizaOS, the leading open-source framework for building autonomous AI agents. The elizaOS framework enables developers to build AI agents that integrate with platforms like X, Telegram, and Discord, operate across multiple blockchains, and transform social signals into actionable outcomes. Learn more at elizaos.ai.

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: 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

S.Cloutier--SMC