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INTELLISTAKE TECHNOLOGIES CORP.

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Intellistake Enters Into an Agreement to Acquire NanoAi Technologies, a Developer of Portable Air-Screening Sensors

Governments are increasing spending on defense, AI and counter-drone systems. Intellistake has entered into an agreement to acquire a developer of portable air-screening sensors. The transaction has not closed and remains subject to conditions that have not been satisfied.

COMPENSATION AND INTERESTS DISCLOSURE — SECURITIES ACT SECTION 17(b)

This communication is a paid advertisement. Emerging Markets Consulting, LLC (“EMC’) has been retained by Think Ink Marketing on behalf of Intellistake and paid $275,000. (identify: the issuer, an affiliate, a shareholder, or an investor-relations firm) for the preparation and dissemination of this communication.  EMC is not a registered broker-dealer, investment adviser or exempt market dealer. Nothing in this communication is investment advice or a recommendation to buy, sell or hold any security. EMC has not independently verified any information concerning NanoAi Technologies; all such information was supplied by the Company or taken from NanoAi’s own website.

This communication is dated August 4, 2026.

ABOUT THE ISSUER — WHAT THIS COMMUNICATION CONCERNS

The security referred to in this communication is common stock of Intellistake Technologies Corp. (CSE: ISTK | OTCQB: ISTKF | FSE: E41) (the “Company”). The Company does not own NanoAi Technologies. It has entered into an agreement to acquire NanoAi that remains subject to conditions that have not been satisfied, and that acquisition may never be completed.

Most of what follows describes NanoAi — its devices, its testing, its internal model designations, the industries it says it serves, and the background of its founder. Those are attributes of a privately held company that the Company does not own. They are not the Company’s assets, revenue, contracts, personnel, technology or capabilities, and they will not become the Company’s unless and until the acquisition closes.

On a standalone basis, the Company is an early-stage artificial-intelligence and enterprise-software business. It has one disclosed enterprise contract, valued at C$278,000. It reported revenue of C$[AMOUNT] and cash of C$[AMOUNT] as at [DATE] and has incurred losses since inception. It is not a hardware company and not a sensor manufacturer. It holds no government, military or commercial procurement contract. It has not built the combined sensor-to-decision capability described in this communication. It will require additional financing, which may not be available on acceptable terms and will be dilutive.

An investor purchasing the Company’s shares is purchasing that business, together with whatever rights and obligations arise under the NanoAi agreement. Nothing in this communication is a recommendation to buy, sell or hold any security.

The Stockholm International Peace Research Institute reports that global military expenditure reached a record US$2,887 billion in 2025, the eleventh consecutive annual increase, with European spending up 14% and Asia-Oceania spending up 8.1%, while United States spending declined 7.5% and United Kingdom spending declined 2.0%.1 One third-party publisher forecasts the global counter-unmanned-aircraft market at US$12.6 billion in 2026 and US$24.1 billion in 2030.2 A different publisher, using a different methodology, estimates the market for AI and analytics in defense at US$13.95 billion in 2026 and projects US$23.5 billion in 2030. These two figures are not additive.3

Neither of the markets described above is the market for the products NanoAi is developing. NanoAi’s products are portable chemical and biological trace detection devices. They are not counter-unmanned-aircraft systems, and the Company has no revenue from defense analytics. Published third-party estimates for the explosive trace detection market — the category in which NanoAi’s products would compete — fall in the range of approximately US$1.4 billion to US$2.8 billion for 2025 and 2026, depending on the publisher and the scope of the definition used. All of these figures are third-party projections that the Company has not verified. Growth in a market does not produce revenue for the Company. The Company has no defense revenue and holds no procurement contract of any kind.

Two forces are driving this acceleration.

Defense spending is rising, with a bar chart projecting US

First, the threats are evolving faster than the countermeasures. Drone incursions over critical infrastructure are escalating across allied nations. Chemical, biological, and explosive threats are becoming harder to intercept with conventional surveillance. Autonomous systems are creating attack vectors that did not exist five years ago.

Second, the fentanyl crisis has turned border detection into a national security priority. Synthetic opioids are crossing borders in quantities that overwhelm traditional screening methods. The demand for portable, real-time detection in the field, not in a lab, is growing across defense, law enforcement, and public safety simultaneously.

What follows describes an agreement the Company has entered into, what is known about the technology being acquired, and the risks associated with both.

Intellistake Technologies Corp. | CSE: ISTK | OTCQB: ISTKF | FSE: E41

US$23.5B

Third-party projection of the total AI and analytics in defense market in 2030. This is not the Company’s market, the Company’s revenue, or a forecast of either.3

US$24.1B

Third-party projection of total global counter-UAS spending in 2030. This is not the Company’s market, the Company’s revenue, or a forecast of either. NanoAi does not make a counter-UAS system.2

60,000+

Tests reported by NanoAi Technologies. ‘Validation test’ is not defined. No test protocol, testing entity, analyte list, or performance result — sensitivity, specificity, limit of detection or false-positive rate — has been disclosed to the Company or independently verified.

What NanoAi's Devices Are Designed to Detect

Every major defense system deployed today is built around two senses: sight and sound. Cameras, radar, satellites, acoustic arrays, and drones. Billions of dollars invested into the ability to see and hear a threat from almost any distance.

But explosives leave chemical traces in the air. So does fentanyl. So do nerve agents, biological weapons, and toxic industrial chemicals. These threats are not detectable by cameras, microphones or radar. They are detected today by chemical trace detection instruments, including ion mobility spectrometry, mass spectrometry, and Raman and FTIR systems.

Quote: 'We need to prepare for epidemics the way the military prepares for war.' A man with glasses speaks at a podium against a dark background.

Portable and handheld trace detection of explosives and narcotics is an established, commercially deployed product category. Ion mobility spectrometry has been the dominant detection technology for many years and accounts for a majority of the explosive trace detection market; handheld units are the largest product segment by revenue; and procurement is driven by standing regulatory mandates including TSA screening programs and European cargo screening requirements. Established suppliers include Smiths Detection, OSI Systems / Rapiscan, Teledyne FLIR, Bruker, Thermo Fisher, Chemring and Safran. Each is substantially larger and better capitalized than the Company, and each holds procurement relationships that the Company does not. NanoAi is developing products intended to differ from these instruments in size, weight and method of deployment. Whether it can do so, and whether any customer will buy the result, is not known. 

Intellistake Technologies Corp. (CSE: ISTK | OTCQB: ISTKF | FSE: E41) has entered into an agreement to acquire a developer of products in this category.

Infographic titled 'The Threat Detection Gap' comparing current systems (see, track, hear) with unseen threats (fentanyl, explosives, chemical and biological agents) and showing related mission and market statistics.

The Acquisition: Intellistake (CSE: ISTK | OTCQB: ISTKF) Enters a Definitive Agreement to Acquire NanoAi Technologies

Intellistake (CSE: ISTK | OTCQB: ISTKF) has entered into a definitive agreement to acquire NanoAi Technologies, a company that builds portable nanotechnology-based air screening devices that NanoAi states are designed to detect explosives, chemical agents and illicit drugs. NanoAi has not disclosed detection thresholds, sensitivity, specificity or false-positive rates for any analyte, and the Company has not verified any of these capabilities.

The transaction has not closed. Completion remains subject to satisfactory due diligence, including verification of title to NanoAi’s intellectual property; completion of an audit of NanoAi’s financial statements; maintenance of a minimum cash balance of C$2 million; and no objection from the Canadian Securities Exchange. There is no assurance that these conditions will be satisfied or that the acquisition will be completed. The consideration payable for NanoAi is [DESCRIBE: cash of C$[AMOUNT] and/or [NUMBER] common shares], which if issued would represent approximately [X]% of the Company’s outstanding shares on a post-closing basis and would dilute existing shareholders.

NanoAi reports that it has completed more than 60,000 tests across its product line. NanoAi has not defined what constitutes a ‘validation test,’ and no test protocol, testing entity, analyte list or performance result has been provided to the Company or independently verified. A count of tests is evidence of activity, not of performance. The devices are lightweight, portable, and designed to operate discreetly. NanoAi uses internal model designations, including SB-MU-12-424M, for a multi-threat air screening device it states is designed for drone deployment. These are internally assigned product numbers. They are not government type designations, NATO stock numbers, or any form of regulatory approval, certification or listing.

NanoAi states on its own website that it serves clients across eight industries, from Defense and Aerospace to Healthcare to Maritime to Energy and Infrastructure. NanoAi has not named any customer, and no NanoAi revenue figure is disclosed. Investors should not assume that NanoAi has commercial revenue.

NanoAi was founded by Craig Micklich, who NanoAi states served [NUMBER] years in the U.S. Navy SEAL Teams and subsequently held the title of Senior Vice President at Morgan Stanley. NanoAi also employs [NAME], [ACTUAL TITLE], whose background is in government contracting and public-private negotiations. Neither individual’s background is an indication that NanoAi will obtain any contract.

Intellistake intends to add a software layer to NanoAi’s hardware. It has not yet done so.

What Intellistake (CSE: ISTK | OTCQB: ISTKF) Brings: The AI and Software Layer That Turns Detection Into Decisions

Intellistake (CSE: ISTK | OTCQB: ISTKF) is a publicly traded AI and technology infrastructure company. It is not a hardware company. It is not a sensor manufacturer. It develops enterprise software and data infrastructure. Its only disclosed enterprise contract is described below.

Intellistake has one disclosed enterprise contract: a C$278,000 agreement with PowerBank Corporation for an AI agent deployment. Of that amount, C$[AMOUNT] has been recognized as revenue to date. PowerBank is [a / not a] related party of the Company, and [no portion / C$[AMOUNT]] of the contract is contingent, milestone-based, payable in securities or terminable. For context, the Company reported revenue of C$[AMOUNT] and cash of C$[AMOUNT] as at [DATE] and has incurred losses since inception. The Company will require additional financing, which may not be available on acceptable terms and will be dilutive.

The platform is built on RAG (retrieval-augmented generation) architecture, designed to process large volumes of data, extract actionable insights, and deliver real-time intelligence through enterprise-grade SaaS infrastructure.

The Company describes capabilities in AI agents, enterprise SaaS delivery and data management. Other than the PowerBank contract, no production deployment and no other customer is disclosed.

Now consider what happens when you pair that software infrastructure with NanoAi’s detection hardware.

A sensor reading, on its own, is data. It is not a decision. The value of detecting an explosive trace or a fentanyl signature depends on how quickly the data is interpreted, how accurately the threat is assessed, and how quickly a response is triggered.

That is the layer Intellistake is designed to provide. The proposed acquisition is intended to create a sensor-to-decision capability:

NanoAi detects the threat, and Intellistake’s AI agents are intended to interpret, prioritize, and route the data to the right person at the right time. Neither company delivers this alone. No such combined capability has been developed, built or tested.

How NanoAi’s Products Compare to Detection Dogs

To understand the scale of what this acquisition could enable, consider how threat detection works in the field today.

Trained detection dogs are used for some airborne threat detection tasks, and are constrained by biology: one handler, one dog, one location, one shift. Dogs are not the only method. Fixed and handheld chemical trace detection instruments are in service at airports, border crossings and military installations worldwide.

Dogs fatigue after hours of continuous deployment. They require rest cycles, veterinary care, and ongoing training. They cannot be mounted on drones or robotic platforms. They cannot be deployed covertly. And they cannot screen multiple locations at the same time. 

Detection Dogs (Current Standard)

  • Require a trained Handler on site
  • Fatigue after extended deployment
  • Need rest, veterinary care, ongoing training
  • Cannot operate covertly
  • One dog, one location, one shift
  • Cannot mount on drones or robots 

NanoAi Sensor Technology

  • Operates without a handler
  • Designed to function without fatigue
  • No biological care or training
  • Lightweight, portable and discreet
  • Could deploy across multiple sites at once
  • Drone deployable models are in development

 The comparison above is limited to detection dogs. It is not a comparison against the chemical trace detection instruments described earlier, which are the products NanoAi would compete against commercially. NanoAi’s products have not been benchmarked against those instruments in any test disclosed to the Company.

NanoAi’s sensor technology is in development. NanoAi states it is being developed at roughly the size of a thumbnail. It is not a commercially available product, and any description elsewhere in this communication of NanoAi hardware as proven, as having a track record, or as already built should be read subject to this. Stackable for enhanced sensitivity. Concealable for covert operations. Designed to connect to different platforms and transmit detection data in real time.

If deployed at scale, a network of these sensors could provide persistent, multi-location coverage that no biological alternative can match. No such network exists, has been built, or has been ordered by any customer.

At this scale, the integration possibilities extend across nearly every form factor used in defense and security today.

Helmets and protective headwear. Body armor. Unmanned ground vehicles. Fixed infrastructure. Handheld field units. Wearable equipment for personnel on patrol.

Every platform that moves through an environment where invisible threats could be present becomes a potential carrier for persistent detection.

From Critical Infrastructure to Combat Zones

Think about where detection capability matters most. Border crossings that process thousands of people daily. Military bases that operate in contested territory. Airports and transit hubs that serve millions of passengers.

Government buildings. Maritime ports. Energy infrastructure. Contested airspace. These are environments protected by national-scale budgets, and those budgets are growing.

Canada’s Innovation for Defense Excellence and Security program has published a challenge relating to AI and sensor fusion. A published challenge is not committed funding. Neither the Company nor NanoAi has applied for or received funding under it.4 Counter-drone spending is expected to nearly double between 2026 and 2030.2 NATO allies increased defense spending for the eleventh consecutive year in 2025.1

No government procurement contracts are currently confirmed. Neither the Company nor NanoAi holds any government or commercial procurement contract, and neither is stated to hold the qualifications, certifications or security clearances required to bid for one. Government procurement cycles are long and competitive, and there is no assurance that either company will ever obtain a contract.

Drones fly over a dark port with stacked containers and orange data lines connecting to a central point; text reads 'Thousands of Boxes One Signature' and 'Critical Infrastructure.'

Potential Future Applications — None Developed, Tested, Approved or Sold Today

If a compact, portable sensor can detect explosives, fentanyl, biological agents, and chemical threats from the air, and if that sensor can be paired with AI software that interprets and routes the data in real time, the potential applications extend well beyond traditional defense. 

Autonomous ground platforms. Imagine a sensor integrated into an unmanned ground system, giving a robotic unit the ability to detect explosive residues or chemical agents as it moves through a building, a tunnel, or a border zone. An extra sense designed to increase survivability for the personnel who would otherwise go in first. 

Mass venue security. Compact, discreet sensors screening for explosives and illicit substances at stadiums, airports, and transit hubs. No checkpoints slowing foot traffic. No visible security infrastructure alerting a threat to its own detection. 

Fentanyl and narcotics detection. A device small enough to carry or conceal, designed to identify fentanyl and other illicit substances during field operations. No detection dog. No specialized handler. No four-hour fatigue window. 

Critical infrastructure monitoring. Persistent, unattended screening at borders, government buildings, energy sites, and ports. Detection that runs 24 hours a day without shift changes, without biological limitations, and without the human error that comes from fatigue. 

Drone-deployed detection. NanoAi’s SB-MU-12-424M is designed for drone deployment. An airborne sensor platform that could carry threat detection capability into contested or hazardous environments where sending a person is too dangerous, too slow, or too exposed.

These represent potential forward-looking applications. Development and deployment would depend on further engineering, integration, regulatory approvals, and market adoption. No military procurement contracts and no commercial deployments are confirmed. No product of NanoAi or the Company has been cleared or approved by the FDA or any comparable regulator for any healthcare or diagnostic use.

Closing is targeted within 60 days of the date of the definitive agreement, subject to satisfaction of the closing conditions described above. There is no assurance that those conditions will be satisfied or that the acquisition will be completed.

Key Terms of the Proposed Transaction

  1. An Agreement, Subject to Unsatisfied Conditions, to Acquire Detection Technology in Development
    NanoAi reports more than 60,000 tests, uses internal model numbers, and states that it serves eight industries. None of this has been independently verified, and no performance results have been disclosed.
  2. One Enterprise Software Contract
    Intellistake has one disclosed enterprise contract, valued at C$278,000, and describes an AI agent platform built on RAG architecture.
  3. A Sensor-to-Decision Capability Neither Company Delivers Alone
    NanoAi detects the threat. Intellistake intends to interpret, prioritize, and route the data. No combined product exists. The market figures cited in this communication are third-party projections for markets that are broader than, and different from, the market the Company would address.
  4. Management Background
    NanoAi’s founder is a former U.S. Navy SEAL and a former Morgan Stanley employee. NanoAi employs an individual with a government contracting background. NanoAi holds no government contract.
  5. Designed for the Environments Where Governments Spend Billions
    Military bases. Airports. Critical infrastructure. NanoAi states that its products are intended for these environments. No product has been deployed in any of them.
  6. Effect on the Company’s Share Capital
    If the acquisition closes, the Company would own NanoAi. The consideration payable is [DESCRIBE], which would dilute existing shareholders by approximately [X]%. Nothing in this communication is a recommendation to buy, sell or hold any security.

Intellistake (CSE: ISTK | OTCQB: ISTKF) is an early-stage company. The acquisition is subject to closing. Market growth does not guarantee company growth, and outcomes depend on execution, regulatory approvals, market adoption, and broader conditions. The Company competes against established, well-capitalized suppliers with existing procurement relationships. It holds no procurement contract, has one disclosed enterprise software contract, and will require additional financing that will be dilutive. The acquisition may not close.

Company Updates

Get updates on the proposed Intellistake-NanoAi acquisition and company milestones as they are announced.

CSE: ISTK | OTCQB: ISTKF

Website: intellistake.com

LinkedIn: Connect Now

References

  1. Global military spending reached a record US$2.89 trillion in 2025, the 11th consecutive year of growth. United States expenditure declined 7.5% to US$954 billion and United Kingdom expenditure declined 2.0% to US$89.0 billion over the same period. Source: Stockholm International Peace Research Institute (SIPRI) — sipri.org
  2. Global counter-UAS market: forecast US$12.6 billion (2026), projected US$24.1 billion by 2030. Source: Unmanned Airspace — unmannedairspace.info
  3. AI and analytics in defense market: estimated US$13.95 billion (2026), projected US$23.5 billion by 2030. Source: The Business Research Company — researchandmarkets.com
  4. Canadian defense funding for sovereign AI, sensor-fusion, and real-time situational-awareness technologies. Source: Department of National Defense, Innovation for Defense Excellence and Security (IDEaS) — canada.ca

NanoAi Technologies product and company information in this communication was supplied by NanoAi or taken from NanoAi’s own website at https://www.nanoaitechnology.com/. The Company has not independently verified it. The Company’s due diligence, including verification of title to NanoAi’s intellectual property, has not been completed.

LEGAL DISCLAIMERS

This report 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 report includes, but is not limited to, all statements in respect of the Company’s growth and development, 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 and the anticipated benefits of the proposed acquisition.

The following risks apply specifically to the statements made in this communication: the detection technology may not perform as described, and the Company has not independently verified NanoAi’s test data; NanoAi may not hold clear title to its intellectual property, which the Company has expressly not yet verified; the acquisition may not close; neither company holds any government, military or commercial procurement contract and neither may ever obtain one; government procurement is long, competitive and requires qualifications, certifications and clearances neither company is stated to hold; the market includes large, established and well-capitalized incumbents with existing procurement relationships; the market-size figures cited are third-party projections for markets broader than and different from the market the Company would address; no product has been cleared or approved by the FDA or any comparable regulator for any healthcare or diagnostic use; the Company will require additional financing, which may not be available and will be dilutive; and the consideration payable for NanoAi will dilute existing shareholders.

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 report 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, labor 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 report. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update forward-looking information.

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COMPENSATION DISCLOSURE

EMC has been retained by Think Ink Marketing on behalf of Intellistake and paid $275,000. | Please read our full disclaimer