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TenX Protocols Inc. Regulatory Filings 2021

Nov 11, 2021

48208_rns_2021-11-10_70994413-64a3-4617-a891-01eb3714fda8.pdf

Regulatory Filings

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IOCASTE VENTURES INC. MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address of Corporation

Iocaste Ventures Inc. 200, 305 10 Avenue SE Calgary, Alberta T2G 0W2

Item 2.

Date of Material Change

November 10, 2021.

  • Item 3. News Release

A news release was disseminated on November 10, 2021 via Newsfile Corp.

  • Item 4. Summary of Material Change

Iocaste Ventures Inc. (the “ Corporation ”) successfully completed its initial public offering.

  • Item 5.

5.1 Full Description of Material Change

The Corporation (TSXV: ICY.P) announced that it had successfully completed its initial public offering of 3,000,000 common shares of the Corporation (“ Common Shares ”) at a price of $0.10 per Common Share for gross proceeds of $300,000 (the “ Offering ”). After completion of the Offering, the Corporation now has 11,000,000 Common Shares issued and outstanding.

Richardson Wealth Limited (the “ Agent ”) acted as the agent for the Offering and in connection therewith, the Corporation granted the Agent an option to purchase 300,000 Common Shares at a price of $0.10 per Common Share and which may be exercised for a period of five years from the day the Common Shares are listed on TSX Venture Exchange Inc. (the “ Exchange ”), which was November 10, 2021. In connection with the Offering, the Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee, and was reimbursed for its legal fees and reasonable expenses.

Concurrent with the closing of the Offering, the Corporation also granted options to acquire an aggregate of 1,100,000 Common Shares at an exercise price of $0.10 per Common Share to the directors and officers of the Corporation, which options expire ten years from the date of grant.

The Corporation is a “capital pool company” and intends to use the net proceeds of the Offering to identify and evaluate assets or businesses for acquisition with a view to completing a “Qualifying Transaction” under the policies of the Exchange. On November 9, 2021, the Exchange issued a bulletin approving the listing of the Common Shares as of market open on November 10, 2021, and immediately halting trading pending completion of closing of the Offering. The Common Shares will resume trading under the trading symbol “ ICY.P ” on November 12, 2021.

Not applicable.

Item 6. 5.2 Disclosure for Restructuring Transactions

Item 7. Reliance on Section 7.1(2) of National Instrument 51-102 This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 8. Omitted Information Not applicable. Item 9. Executive Officer The name and business number of the executive officer of the Corporation who is knowledgeable about the material change and this report is:

Lorne Michael Sugarman – President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and a Director Tel: 416 477 1753 Date of Report November 10, 2021