Intellistake acquires NanoAi Technologies for C$17 million

Canada NewsWire

Highlights

C$17 million acquisition in Intellistake common shares, subject to performance-based vesting milestones

The acquisition adds NanoAi Founder, Chairman, and CEO Craig Micklich, a U.S. Navy SEAL veteran with 12 years of service, bringing mission-proven leadership and deep operational expertise to the development of next-generation defense sensor technologies designed for high-threat environments

NanoAi's proprietary platform capabilities: 60,000+ validation tests completed; NanoAi Analyzer detects airborne threats from a distance.

Proven, proprietary platform technology. NanoAi's core sensing platform spans multiple verticals, including defense, health, and industrial applications. Craig Micklich is a co-author on peer-reviewed research underlying the core technology, published following a rigorous, internationally recognized review and acceptance process 6

Proprietary standoff detection. Identifies multiple distinct threats simultaneously, in an ultralight form factor, with no physical contact required.

Planned recurring-revenue model. Designed for durable, compounding growth as devices deploy at scale, not one-time hardware sales.

A connected intelligence layer. Continuously monitors every deployed device, growing smarter as the installed base expands.

US$13.95 billion AI and analytics in defense market in 2026, projected to reach US$23.5 billion by 2030 1

US$12.6 billion global counter-UAS spending in 2026 3 ; U.S. FY2026 defense budget reached US$1 trillion 5

VANCOUVER, BC , Aug. 4, 2026 /CNW/ -- Intellistake Technologies Corp. (CSE: ISTK) (OTCQB: ISTKF) (FSE: E41) ("Intellistake" or the "Company") , a technology company developing software across artificial intelligence (" AI "), blockchain and digital-asset infrastructure, announces that it has entered into a definitive agreement (the " Definitive Agreement ") dated August 3, 2026, to acquire NanoAi Technologies Inc. (" NanoAi "), a nanotechnology and artificial intelligence company that has developed proprietary standoff detection devices capable of identifying multiple specific threats, with applications across defense, healthcare, aerospace, energy, and critical infrastructure.

The Market Opportunity

The global defense sector operates an expanding network of hardware: drones, CBRNE (chemical, biological, radiological, nuclear, and explosive threats) detectors, IoT sensor arrays, and satellite systems. What most operators currently lack is the software layer that fuses data from those devices into a unified operational picture in real time.

According to third-party market research, the AI and analytics market in defense is estimated at US$13.95 billion in 2026 and is projected to reach US$23.5 billion by 2030. 1 The broader military AI market is expected to reach US$41.6 billion by 2035, growing at a CAGR of 17.4%. 2

Global counter-UAS spending is forecast to reach US$12.6 billion in 2026 and US$24.1 billion by 2030, according to Unmanned Airspace. 3 Control systems are estimated to be the market's fastest-growing component between 2026 and 2035. 4

The U.S. FY2026 defense budget reached a historic US$1 trillion, with a proposed US$1.5 trillion for FY2027. 5

NanoAi's Detection and Intelligence Platform

NanoAi builds the NanoAi Analyzer, a portable nanotechnology-based air screening device capable of identifying multiple specific threats.

Its proven proprietary product platform portfolio also includes standoff threat detection applications intended to integrate into wearables, entryways, drones, and robots.

The platform features proprietary standoff detection, identifying multiple distinct threats simultaneously in an ultralight form factor, with no physical contact required.

NanoAi has completed more than 60,000 validation tests for infection detection, with results delivered in approximately 30 seconds. Target applications span healthcare, defense and aerospace, energy and infrastructure, environmental testing, safety and security, and automated inspection.

NanoAi's platform extends beyond detection hardware to include backend machine learning, geolocation and triangulation capabilities, and real-time data processing, supported by proven manufacturing scale. Its connected intelligence layer continuously monitors deployed devices, with the system designed to grow as the installed base expands.

NanoAi's business model is intended to generate recurring revenue, designed for durable, compounding growth as devices deploy at scale rather than one-time hardware sales.

NanoAi was founded by Craig Micklich, a U.S. Navy SEAL veteran, entrepreneur, and operating executive with a track record of building and scaling technology companies in high-stakes environments. He has led the underlying sensing technology and business since 2018, which grew into today's NanoAi Technologies Inc., taking the platform from a bench-level experiment to a full-stack sensing platform with active defense and commercial partnerships.

A service-connected disabled veteran and lifetime member of the UDT/SEAL community, Craig served 12 years as a Navy SEAL. Craig is a co-author on peer-reviewed research underlying the core technology, published following a rigorous, internationally recognized review and acceptance process. He previously held senior roles in finance and capital markets, including Managing Director at Deutsche Bank and Senior Vice President at Morgan Stanley. Mr. Micklich holds a Bachelor of Business Administration in Finance and an MBA. 6 NanoAi is headquartered in Dallas, Texas.

How Intellistake Intends to Extend This

Intellistake's existing AI agent and data infrastructure capabilities, including enterprise SaaS deployment, RAG (Retrieval-Augmented Generation) engine architecture, and AI-driven data pipelines, are intended to extend NanoAi's platform into enterprise-grade, multi-sensor data fusion and SaaS fleet management at scale.

Intellistake's infrastructure operates through data centers located outside of Cloud Act jurisdiction, which is intended to provide data sovereignty for defense and high-threat environments where secure, sovereign-controlled data handling is a requirement.

The Company's blockchain infrastructure expertise is also expected to support the development of tamper-proof, immutable data pathways for sensor data recording, designed to provide verifiable chain-of-custody for detection data across defense and law enforcement applications.

The Transaction is intended to combine Intellistake's enterprise AI infrastructure with NanoAi's detection and intelligence platform to deliver an integrated sensor-to-decision capability. This is expected to position the combined company to address defense, law enforcement, healthcare, industrial, and critical infrastructure markets.

The Definitive Agreement

The Definitive Agreement provides for Intellistake to acquire 100% of the outstanding securities of NanoAi in exchange for approximately C$17 million of Intellistake common shares ("Intellistake Shares"), based on a price of C$0.50 per Intellistake Share representing a total of 34,106,412 Intellistake Shares (the "Transaction"). The Intellistake Shares will be issued subject to the attainment of certain performance-based vesting milestones related to future contracts and revenues generated by NanoAi. The Intellistake Shares will be subject to escrow and contractual trading restrictions to be set out therein as well.

Upon closing, Craig Micklich and a second nominee of NanoAi would be appointed to the Intellistake Board of Directors. The Transaction is arm's length and no long-term debt is being assumed as part of the Transaction.

Jason Dussault, Chief Executive Officer of Intellistake, commented:

"Intellistake has been building AI-driven data infrastructure that ingests, fuses, and routes complex information for decision-makers. With the proposed acquisition of NanoAi, we intend to apply those capabilities directly to sensor data intelligence, combining our software layer with NanoAi's proven detection hardware to deliver an integrated sensor-to-decision capability. Craig Micklich brings 12 years of U.S. Navy SEAL service and a career in institutional finance, and NanoAi's devices have been tested across defense, law enforcement, and healthcare environments. This acquisition is intended to position Intellistake to address a growing requirement for AI-driven sensor intelligence across both commercial and government markets."

Craig Micklich, CEO of NanoAi Technologies, commented:

"NanoAi's detection hardware has been tested across defense, law enforcement, and healthcare environments, with over 60,000 validation tests completed. What we have identified is a complementary AI intelligence layer that can take sensor data and turn it into actionable decisions at scale. Intellistake's AI and data infrastructure capabilities are designed to address that requirement. This transaction is intended to bring together proven detection hardware with the software layer needed to deploy it across enterprise and government applications."

In connection with the Transaction and subject to no objection from the Canadian Securities Exchange, Intellistake shall provide a bridge loan to NanoAi. The material terms of the bridge loan are:

US$1,300,000 principal amount.

Interest at a rate of 10% per annum.

Advance: the principal amount shall be advanced in installments as follows: (1) US$300,000 within two business days of there being no objection from the Canadian Securities Exchange and verification of title to NanoAi's intellectual property and (2) US$200,000 on the monthly anniversary of the execution of the Definitive Agreement for a period of five months, provided that certain work plan milestones have been achieved.

One year maturity date.

Proceeds used for six months of corporate and development costs.

General security agreement over all of the assets of NanoAi.

Completion of the Transaction remains subject to customary conditions including completion of satisfactory due diligence (including verifying title to the intellectual property of NanoAi), completion of the audit of financial statements of NanoAi, the Company maintaining a minimum cash balance of $2 million and no objection from the Canadian Securities Exchange. Closing is targeted within 60 days thereafter, subject to satisfaction of closing conditions in the Definitive Agreement.

The Company also announces that it has entered into an agreement with Think Ink Marketing Data & Email Services LLC ("Think Ink") to provide public relations services in an effort to increase public awareness of the Company and its services and securities. Certain services to be provided by Think Ink are anticipated to include 'investor relations activities' under the policies of the Canadian Securities Exchange and applicable securities laws.

The agreement is for a 12 month term commencing July 31, 2026 with either party having the right to terminate upon 30 days written notice. The Company has budgeted up to US$30,000 for the marketing services of Think Ink, which include facilitating the creation and distribution of marketing materials, on-line banner and Native / Display advertising on platforms such as Google and Taboola, video content distribution on platforms such as YouTube, social media coverage on platforms such as X, TikTok, and Meta, and email distribution to subscribers of various newsletters.

Think Ink is a California-based marketing firm established in 1991 that provides its customers with a complete range of marketing services that includes data appending, e-mail marketing and pay-per-click on-line banner/native ads. Think Ink helps its clients to reach a large network of potential investors. No stock options are being granted to Think Ink under the terms of its engagement.

The contact information for Think Ink is Think Ink Marketing Data & Email Services LLC, 3308 W. Warner Ave., Santa Ana, California 92704; Phone: 310-760-2616; Email: claire@thinkinkmarketing.com. Think Ink and its principals are arm's length to the Company.

The Company further announces it has entered into a media services contract (the "FFR Agreement") with Freedom Financial Research, LLC ("FFR"). Pursuant to the terms of the FFR Agreement, FFR will, among other items, provide the Company with marketing services, which includes social media management, content creation, distribution, digital marketing, and any other marketing services as agreed upon by the Company and FFR (the "FFR Services") for distribution by email. The FFR Agreement has a term of 30 days, commencing upon launch in August 2026. The Company will make a one-time payment to FFR of US$125,000, as consideration for the Services. The contact information for FFR is (877) 884-4030 or support@freedomfinancialresearch.com, 435 Merchant Walk Square, Ste 300-64, Charlottesville 22902. The Company will not issue any securities to FFR as compensation. FFR is arm's length to the Company and does not have any interest, direct or indirect, in the Company or its securities nor do they have any right to acquire such an interest.

Sources

About Intellistake

Intellistake Technologies Corp. (CSE: ISTK) (OTCQB: ISTKF) (FSE: E41) is an AI infrastructure company building enterprise-grade data intelligence solutions. Through its AI agent capabilities, validator operations, strategic digital asset participation, and the development of modular fintech infrastructure, Intellistake is working to bridge the gap between emerging technology networks and real-world industry adoption across enterprise, defence, and institutional markets.

For additional information, please visit: www.intellistake.com

About NanoAi Technologies

To find out more about NanoAi Technologies, please visit: https://nanoaitechnologies.com/

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" concerning anticipated developments and events related to the Company that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, all statements in respect of the Company's growth and development, expectations regarding prediction market growth, the operations and business segments of the Company and NanoAi, the functionality of the Company's software, and its benefits, the details of the proposed acquisition of NanoAi, the conditions to completion of the proposed acquisition of NanoAi, the benefits of the acquisition of NanoAi, the business model of NanoAi and future potential recurring revenues, the synergies between NanoAi and the Company, and bridging the gap between emerging decentralized networks and real-world industry adoption.

In certain cases, forward-looking information can be identified by the use of words such as "expects", "intends", "anticipates" or variations of such words and phrases or state that certain actions, events or results "may", "would", or "might" suggesting future outcomes, or other expectations, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain assumptions regarding, among other things, the Company will continue to have access to financing until it achieves profitability; the Company and NanoAi satisfy all conditions necessary to close the proposed transaction; the technology and blockchain industries in which the Company intends to focus its business in will grow at the rate and in the manner expected; the ability to attract qualified personnel; the success of market initiatives and the ability to grow brand awareness; the ability to distribute Company's services; the Company creates strategies to mitigate risks associated with cryptocurrency price fluctuations; the Company remains compliant with all applicable laws and securities regulations and applicable licensing requirements; the Company engages and collaborates with local experts, as necessary, to address jurisdiction-specific matters and ensures compliance with foreign regulations to avoid penalties; the Company addresses any potential cybersecurity threats promptly and effectively; the ability of the Company to develop its technology, acquire customers and have revenue; the ability to successfully deploy the new business strategy as a result of the change of business. While the Company considers these assumptions to be reasonable, they may be incorrect.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed by the forward-looking information. Such factors include risks related to general business, economic and social uncertainties; failure of the Company and NanoAi to satisfy all conditions necessary to close the proposed transaction; failure to raise the capital necessary to fund its operations; inability to create strategies to mitigate the risks associated with cryptocurrency price fluctuations; the costs of regulation in the digital asset industries increase to the extent that the Company is no longer generating sufficient returns for shareholders; failure to promptly and effectively address cybersecurity threats; insufficient resources to maintain its operations on a competitive basis; and the actual costs, timing and future plans differs expectations; legislative, environmental and other judicial, regulatory, political and competitive developments; the inherent risks involved in the cryptocurrency and general securities markets; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company's operations; the Company's success may depend on the continued involvement of key personnel, including advisors, whose involvement cannot be guaranteed; institutional adoption of decentralized AI infrastructure remains uncertain and may not occur at the pace or scale anticipated; evolving regulatory frameworks, including those related to AI (such as Canada's proposed Artificial Intelligence and Data Act) and prediction markets, may impose additional compliance burdens or restrict certain business activities; valuation figures are based on publicly available market data and internal assessments at the time of the referenced transactions and may not reflect current or future valuations; the volatility of digital currency prices; the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties; delay or failure to receive regulatory approvals; failure to attract qualified personnel, labour disputes; and the additional risks identified in the "Risk Factors" section of the Company's filings with applicable Canadian securities regulators.

Although the Company has attempted to identify factors that could cause actual results to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated. Readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update forward-looking information.

SOURCE Intellistake Technologies Corp.

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Canada Newswire

August 4, 2026 - 5:00 AM PDT

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