IC Group Holdings Inc. Announces Change from LIFE Offering to Private Placement

Executive Summary

• IC Group Holdings Inc. is amending its previously announced financing to a non‑brokered private placement of up to 8 million units at C$0.50 per unit, targeting gross proceeds of up to C$4 million.
• Each unit consists of one common share and half of a non‑transferable warrant; the full warrant allows purchase of an additional share at C$0.75 for 24 months.
• Net proceeds will be used primarily to expand sales & marketing, invest in technology (RCS integration, Fannex Live platform), and support working capital and general corporate purposes.

Key Details

• Amended Structure: Non‑brokered private placement of up to 8,000,000 units at C$0.50 per unit → gross proceeds up to C$4,000,000.
• Unit Composition: 1 common share + ½ of a non‑transferable common share purchase warrant (full warrant = right to buy 1 additional share at C$0.75 for 24 months).
• Statutory Hold Period: All securities subject to a hold period of four months and one day from issuance.
• Use of Proceeds:
• Expand sales & marketing initiatives across business units.
• Invest in technology: new messaging channels, Rich Communication Services (RCS) integration, expansion of the Fannex Live engagement platform.
• Support working capital, general corporate purposes, and transaction/offering‑related expenses.
• Insider Participation: Insiders may acquire units; expected to be exempt from MI 61‑101 valuation/approval thresholds (<25% market cap). Details to be disclosed in a material change report.
• Finder Compensation: Up to 6% of gross proceeds payable in cash commissions and/or finder warrants equal to 6% of units sold, exercisable at C$0.50 per share for 24 months.
• No Underwriter/Dealer Conflict: No underwriter engaged; no dealer conflict of interest.
• Regulatory Notes: Offering not registered under U.S. securities laws; cannot be offered/sold in the United States absent exemption or registration. Closing subject to TSX Venture Exchange approval.

Notable Quotes

(No direct CEO/President quotes were included in the release.)