Tego Cyber Announces Successful Sale of SUBSIDIARY to Intrusion Inc.
Transaction Eliminates Legacy Debt and Strengthens Balance Sheet While Maintaining Participation in
Future Success of Subsidiary Through Earnout Consideration
LAS VEGAS, NV / ACCESS Newswire / July 22, 2026 – Tego Cyber Inc. (OTCID:TGCB) (“Tego” or “the Company”) today announced the closing of the sale of 60% of its wholly owned subsidiary OW Cyber LLC (“OW Cyber”) to Intrusion Inc. (NASDAQ: INTZ) (“Intrusion”). The transaction will dramatically strengthen Tego’s financial position while participating in the long-term upside in the growth of OW Cyber. Intrusion will close on the remaining 40% after shareholder and regulatory approval. The agreement also provides for additional consideration based upon the future financial performance of OW Cyber.
Unlike a traditional divestiture where proceeds remain on the seller's balance sheet, substantially all upfront consideration received by Tego will be used to satisfy its legacy debt and other obligations. Upon completion of these settlements, management expects Tego to emerge with a substantially debt-free balance sheet, providing significantly greater strategic and financial flexibility than at any time in its history.
Summary of the Transaction
- First Closing: Intrusion acquired 60% of OW Cyber’s membership interests in exchange for cash and stock currently valued at $2,400,000.
- Second Closing: Subject to specified closing conditions including obtaining stockholders and Nasdaq approvals, Intrusion will acquire the remaining 40% of OW Cyber’s membership interests for a cash payment of $1,300,000.
- Earn-Out: Following the Second Closing, Tego will receive up to an additional $6,900,000 in contingent consideration payable via the issuance of common shares of Intrusion.
Management believes the transaction delivers several important benefits for shareholders:
- Strengthens Balance Sheet - The proceeds from the first transaction will satisfy all legacy indebtedness, allowing Tego to emerge with a significantly improved balance sheet, capital structure and enhanced financial flexibility without further diluting existing shareholders.
- Continued Participation in Future Growth - Rather than exiting the business entirely, Tego retains the opportunity to receive significant additional consideration through performance based earnout provisions tied to OW Cyber's future annual recurring revenue and operating cash flow milestones. Management believes this structure aligns shareholders with the continued growth and success of the cybersecurity business.
- Elimination of Ongoing Capital Requirements - The substantial capital required to continue scaling a managed security services business, including personnel expansion, product development, working capital, and operating infrastructure, has transitioned over to Intrusion. This will allow Tego to pursue future opportunities without the ongoing capital demands associated with operating managed security services business.
- Platform for Future Strategic Growth - With a substantially strengthened balance sheet and reduced financial obligations, management believes Tego will be better positioned to evaluate strategic acquisitions, business combinations, and financing opportunities designed to create long-term shareholder value.
"We are extremely proud of what the VigilAigent team accomplished in building a highly differentiated managed cybersecurity business," said Robert Mikkelsen, Chief Executive Officer of Tego Cyber. "This transaction represents far more than the sale of an operating business. It transforms Tego's financial position by eliminating legacy debt while preserving upside through the earnout structure. We believe the result is a substantially stronger public company that can pursue new opportunities from a position of financial strength rather than financial constraint which is rare in our environment."
Management emphasized that completion of this transaction marks the beginning of the Company's next phase rather than the conclusion of its strategy.
Mikkelsen added, "Our objective has always been to maximize long-term shareholder value. We believe this transaction provides the financial foundation necessary to pursue that objective while allowing shareholders to continue participating in the future success of OW Cyber."
Tego is actively evaluating new opportunities including strategic acquisitions, business combinations, and other initiatives with the goal of creating sustainable long-term shareholder value. Management’s goal is to leverage this opportunity to build or acquire a unique, scalable business with a capital-efficient path to profitability, creating significant long-term value for Tego shareholders.
Additional announcements will be made as these initiatives progress.
About Tego Cyber Inc.
Tego Cyber Inc. (OTCID: TGCB) is a publicly traded company focused on creating long-term shareholder value through disciplined capital allocation, strategic transactions, and the pursuit of attractive growth opportunities. Following the completion of the OW Cyber transaction, the Company is evaluating initiatives intended to strengthen its long-term growth profile while maintaining its commitment to transparency, sound governance, and shareholder interests.
Forward-Looking Statements
The statements contained in this press release, those which are not purely historical or which depend upon future events, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements regarding the Company's expectations, hopes, beliefs, intentions or strategies regarding the future constitute forward-looking statements. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements because of various factors. All forward-looking statements included in this press release are based on information available to the Company on the date hereof and the Company assumes no obligation to update any such forward-looking statement. Prospective investors should also consult the risks factors described from time to time in the Company's Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders.
Contact:
Corporate
Tego Cyber Inc.
8565 S Eastern Avenue, Suite 150
Las Vegas, Nevada 89123
USA
Tel: 855-939-0100 (North America)
Tel: +1 725-726-7840 (International)
Email: info@tegocyber.com
Web: tegocyber.com
Facebook: facebook.com/tegocyber
LinkedIn: linkedin.com/company/tegocyber
X/Twitter: twitter.com/tegocyber