May 23, 2025 – TheNewswire — Integrated Cyber Solutions Inc. (CSE: ICS) ("Integrated Cyber" or the "Company") is pleased to announce that it intends to undertake a non-brokered private placement financing (the "Offering") of up to CDN$500,000, consisting of the issuance of convertible debenture units (each, a "Debenture Unit") at a price of CDN$1,000 per Debenture Unit. Each Debenture Unit shall be comprised of: (i) a CDN$1,000 principal amount unsecured convertible debenture (each, a "Debenture"); and (ii) 2,000 common share purchase warrants (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each "Warrant Share") at a price of C$0.25 per Warrant Share for a period of three (3) years from the date of issuance thereof. The principal amount of the Debenture will have a maturity date of twenty-four (24) months following the issuance of the Debentures (the "Maturity Date") and will accrue interest at a rate of 20.0% per annum. The Company has the option, at its sole discretion, to extend the Maturity Date to thirty-six (36) months from the issuance date of the Debentures.

At the sole option of the subscribers, the principal amount under the Debentures may be converted into common shares of the Company ("Common Shares") at any time until the business day immediately preceding the Maturity Date (the "Conversion Date") at a conversion price (the "Conversion Price") equal to CDN$0.25. If at any time prior to the Maturity Date the 15-Day VWAP 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 remaining principal amount under the Debentures into Common Shares at the Conversion Price (the "Automatic Conversion").

All accrued interest and unpaid interest on the Debentures up to but excluding the Conversion Date or date of Automatic Conversion will be due and payable by the Company on such date in cash. The Company shall be entitled to prepay the Debentures at any time in its sole discretion.

The proceeds of the Offering will be used for expansion, working capital, and general corporate purposes.

The Offering may close in one or more tranches at the sole discretion of the Company.

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

 

The securities described herein 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 (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 registration requirements is available. 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 state of the United States in which such offer, solicitation or sale would be unlawful.

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 stock exchange approval in respect of 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: that the Offering may not close at all or on the terms announced; that 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, investor interest in the Offering, 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.

 

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