VANCOUVER, British Columbia – TheNewswire - June 13, 2025 — Integrated Cyber Solutions Inc. (CSE: ICS) (FSE: Y4G) (OTCQB: IGCRF) (“Integrated Cyber” or the “Company”) is pleased to announce that, further to its press release of May 23, 2025 (the "Prior Press Release"), it has completed its previously announced offering of the sale of securities, on a private placement basis, for gross proceeds of CDN$500,000 (the "Offering"). The Company sold a total of 500 convertible debenture units of the Company (the "CD Units") at a price of CDN$1,000 per CD Unit, for aggregate gross proceeds of CDN$500,000.

 

Each CD Unit is comprised of: (i) one (1) CDN$1,000 principal amount unsecured convertible debenture (each, a "Convertible Debenture"); and (ii) 2,000 common share purchase warrants (each, a "CD Warrant"). The Convertible Debentures sold pursuant to the Offering will mature on the two (2) year anniversary of the date of issuance thereof unless extended by one (1) additional year at the sole discretion of the Company (the "Maturity Date") and, subject to prior conversion or prepayment in accordance with their terms, will be repaid in cash at the Maturity Date. Each CD Warrant sold pursuant to the Offering is exercisable to acquire one common share in the capital of the Company (each, a “Warrant Share”) at an exercise price of CDN$0.25 per Warrant Share for a period of three (3) years from the date of issuance thereof. From the date of issuance until their Maturity Date, Convertible Debenture holders may elect to convert, in whole or in part, the face value of the Convertible Debentures into common shares in the capital of the Company (“Common Shares”) at a conversion price (the “Conversion Price”) equal CDN$0.25. At any time prior to the Maturity Date, if the 15-day volume weighted average price of the Common Shares on the Canadian Securities Exchange (or such other Canadian stock exchange on which the greatest volume of Common Shares is traded) meets or exceeds CDN$0.75, the Company shall have the option, but not the obligation, at any time thereafter to convert any non-converted and remaining face value of the Convertible Debentures into Common Shares at the Conversion Price.

 

The Convertible Debentures shall bear interest at a rate of 20.0% per annum from the date of issue, payable on the earlier of the Maturity Date, the date of conversion of the Convertible Debenture or date of repayment of the Convertible Debenture, as applicable, in cash. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.

 

The Convertible Debentures and CD Warrants are subject to a statutory hold period of four months and one day from their date of issuance. For further details concerning the Offering, see the Prior Press Release.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

On Behalf of the Board of Directors:

Alan Guibord, Director & Chief Executive Officer Integrated Cyber Solutions Inc.

 

For further information, please contact: Integrated Cyber Solutions Inc.

1 Stiles Rd.

Salem, New Hampshire, 03079

United States of America Telephone: +1(212) 634-9534

Email: alan.guibord@integrated-cyber.com Web: https://www.integrated-cyber.com

 

About Integrated Cyber

Integrated Cyber Solutions Inc. (CSE: ICS) (FSE: Y4G) (OTCQB: IGCRF) is a global managed security service provider (MSSP) leading a paradigm shift in cybersecurity by putting people at the center of defense. Focusing on small-to-medium businesses (SMBs) and enterprises (SMEs), Integrated Cyber delivers comprehensive training and awareness programs that empower employees to become the first line of defense against cyber threats. By integrating behavioral intelligence with advanced technology, the Company addresses the most critical vulnerabilities rooted in human behavior, transforming cybersecurity from a purely technical challenge into a people-driven solution.

 

Through its IC360 platform and a network of strategic global partnerships, Integrated Cyber consolidates complex cybersecurity data into clear, actionable insights that empower employees and simplify security management. Its solutions combine AI-driven threat detection, behavior-based training, and real-time intelligence, helping clients build resilient "human firewalls."

 

With expanding operations across the Middle East, Africa, and South Asia—including recent partnerships in the UAE, India, and Sri Lanka—Integrated Cyber is rapidly scaling its international footprint. The Company partners with local experts and institutions to tailor its solutions to diverse cultural, regulatory, and threat landscapes, positioning itself as the first-to-market provider of behavior-focused cybersecurity in many emerging regions.

 

Integrated Cyber is committed to transforming cybersecurity from a technical issue into a people-first mission—simplifying the complex and empowering organizations to thrive securely in a digital world.

Forward-Looking Statements

 

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Offering and its terms, including the intended use of proceeds of the Offering; the expiry of hold periods for securities distributed pursuant to the Offering; and other matters regarding the business plans of the Company. The forward-looking statements reflect management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements including: the Company may use the proceeds of the Offering for purposes other than those disclosed in this news release; adverse market conditions; changes in interest and currency exchange rates; and other factors beyond the control of the Company. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include general market conditions, other factors beyond the control of the Company and the risk factors with respect to the Company set out in the Company’s filings with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES