Vancouver, British Columbia--(Newsfile Corp. - June 5, 2026) - FeralX Systems Inc. ("FeralX" or the "Company") is pleased to announce: (a) that it has closed the third tranche of its non-brokered private placement previously announced on May 6, 2026 (the "Private Placement"), for aggregate gross proceeds of $630,000, issuing 1,575,000 common shares in the capital of the Company (each, a "Common Share") at a price of $0.40 per Common Share ("Third Tranche"); (b) further to its May 6, 2026 news release, it has completed the acquisition (the "Acquisition") of certain Canadian intellectual property assets (the "Assets") from Next Dynamics Corp. ("Next Dynamics") pursuant to the terms and conditions of the asset purchase agreement dated May 6, 2026; and (c) the appointment of Ira Levy as the Chief Financial Officer of the Company.

Private Placement

In connection with the closing of the Third Tranche, the Company paid certain eligible arm's length finders an 8% cash commission on subscriptions introduced by the finders.

All securities issued under the Private Placement will be subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws.

The Company has also settled an aggregate of $515,116.88 of bona fide indebtedness owed to arm's length parties (the "Debt Settlement") through the issuance of 1,287,793 Common Shares at a deemed price of $0.⁠40 per Common Share.

The Common Shares to be issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months and one day from the date of issuance and such other resale restrictions as may apply under applicable securities laws.

No insiders of the Company participated in the Third Tranche.

Asset Purchase

On May 29, 2026, the Company closed the acquisition of Assets from Next Dynamics for total consideration of $595,000 comprised of: (a) cash consideration of $100,000; and (b) the assumption of debt in the aggregate amount of $495,000.

Certain licenses, permits and regulatory approvals associated with the acquired assets have not yet been formally transferred and remain subject to completion of customary assignment and transfer processes with the relevant governmental and regulatory authorities. These licenses and permits are being held in trust for the benefit of the Company pursuant to the terms of a bare trust agreement until such time as necessary approvals are obtained and assignments can be completed.

The Acquisition constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company's disinterested shareholders as well as each subscriber of the Private Placement has previously approved the Acquisition. The Company is relying on the exemptions from the formal valuation requirements available under MI 61-101, primarily that the shares of the Company are not listed on a specified exchange as provided under MI 61-101.

Chief Financial Officer

The Company is pleased to announce the appointment of Ira Levy as the new Chief Financial Officer of the Company. James Ward has stepped down as Chief Financial Officer but will remain as the Chief Executive Officer of the Company.

Promissory Note Subscription

The Company has subscribed for a promissory note in the principal amount of $375,000.00 (the "Note") in Blackcreek Labs Inc., a non-arm's length party on June 3, 2026. The Note is payable on demand by the Company at any time. The proceeds will be used for general working capital and corporate purposes.

The Note bears interest at a rate of 1% per annum, calculated and compounded monthly, not in advance, and is unsecured. The Note may be repaid in whole or in part at any time without bonus or penalty, subject to customary notice. Upon demand by the Company, the full outstanding principal and accrued but unpaid interest become immediately due and payable.

Blackcreek Labs Inc. the subscription and issuance of the Note constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61 101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements available under MI 61-101, among others, on the basis that the fair market value of the transaction does not exceed 25% of the Company's market capitalization.

About FeralX Systems Inc.

FeralX is setting itself up to be a Canadian defence research, development and manufacturing company. Upon completion of the transactions previously disclosed, it expects to be in position to design, build and deliver the full capability stack for the augmented warfighter, small arms, man-portable unmanned systems, and AI-enabled targeting as a single, integrated supplier.

Forward-Looking Information

This news release contains forward-looking information, including statements regarding completion of the Private Placement and the expected use of the proceeds thereof; the Debt Settlement, including repayment thereof; and future operational, financial, and business objectives.

Forward-looking information is based on expectations, estimates, projections, and assumptions made as of the date hereof and is subject to risks and uncertainties that are difficult to predict. Actual results may differ materially. Such risks and uncertainties include, among others, the risk that required approvals are not obtained on the terms or timing anticipated, or at all; the risk that the permits and approvals remain subject to the bare trust agreement for longer than expected or are never fully assigned; that the Assets do not yield anticipated benefits; market conditions; dilution; and the other risk factors described in the Company's continuous disclosure filings available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Readers should not place undue reliance on forward-looking information, which is qualified in its entirety by this cautionary statement. The Company undertakes no obligation to update any forward-looking information except as required by applicable securities laws.

Neither the TSXV Venture Exchange nor its Regulation Service Provider (as such term is defined in policies of the TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300373

Source: FeralX Systems Inc.