ICWHY Capital signs LOI to acquire 1455020 B.C.

• ICWHY Capital Ventures Inc. has entered into a non-binding LOI to acquire 1455020 B.C. Ltd. (145) via a three-cornered amalgamation.
• The transaction triggers a 0.635:1 share consolidation, a corporate name change, and a complete board reconstitution with 145 nominees.
• Concurrent private placements will raise up to $725,000 CAD in gross proceeds across two tranches.
• Proceeds will fund transaction expenses, general working capital, and mineral exploration for the Chu Chua North project in British Columbia.
• Trading in ICWHY common shares remains halted pending TSX-V regulatory filings and final documentation.

• The acquisition introduces a new exploration asset (Chu Chua North option) to the balance sheet, transitioning the company from a pre-revenue shell to an active junior explorer.
• The $725,000 financing is highly material relative to the current ~$63,000 market capitalization, providing immediate liquidity for corporate development and exploration.
• The 0.635:1 share consolidation will reduce the outstanding share count, potentially improving per-share metrics and helping the company meet TSX-V listing requirements.
• As a non-binding LOI, execution risk remains elevated until definitive agreements are signed, shareholder approvals are obtained, and regulatory hurdles are cleared.

• ICWHY Capital Ventures Inc. is a micro-cap junior mining company listed on the TSX-V.
• Historically, the company has operated as a pre-revenue entity with minimal operational activity and negligible revenue.
• The proposed acquisition of 1455020 B.C. Ltd. will transition the company into an active mineral exploration stage, focusing on the Chu Chua North project in British Columbia.
• The transaction involves a complete management overhaul, with 145 nominees taking control of the board and executive roles.