IC Group Holdings arranges $4-million financing

Executive Summary

• IC Group Holdings Inc. announced a non-brokered private placement under the Listed Issuer Financing Exemption (LIFE) for up to 8 million units at $0.50 per unit, raising gross proceeds of up to $4 million.
• The offering includes material insider participation, which constitutes a related party transaction exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101.
• Net proceeds will be primarily used to expand sales and marketing initiatives, invest in technology (including RCS integration and the Fannex Live platform), and support working capital.

Key Details

• Transaction Structure: Non-brokered LIFE private placement.
• Units Offered: Up to 8,000,000 units.
• Price: $0.50 per unit.
• Gross Proceeds: Up to $4,000,000.
• Unit Composition: Each unit consists of one common share and one-half of one non-transferable common share purchase warrant.
• Warrant Terms: Each whole warrant is exercisable to acquire one common share at an exercise price of $0.75 per share for a period of 24 months from issuance.
• Use of Proceeds:
  • Expansion of sales and marketing initiatives across business units.
  • Investment in technology to unlock new revenue channels and enhance digital infrastructure.
  • Continued evolution of new messaging channels and integration of rich communication services (RCS).
  • Expansion of the Fannex Live engagement platform.
  • Working capital, general corporate purposes, and transaction/offering-related expenses.
• Insider Participation:
  • Certain insiders may acquire units.
  • Classified as a related party transaction under MI 61-101.
  • Exempt from formal valuation and minority shareholder approval because the fair market value of units subscribed by insiders and the consideration paid do not exceed 25% of the company's market capitalization.
  • A material change report will be filed once full particulars of insider participation are determined.
• Finder’s Fees:
  • Cash commission of 6% of gross proceeds.
  • Finders' warrants equal to 6% of the number of units sold, exercisable at $0.75 per common share for 24 months.
• Regulatory Status:
  • Available to purchasers resident in Canada (except Quebec) under National Instrument 45-106.
  • Shares issued are not subject to resale restrictions under applicable Canadian securities laws.
  • Closing is subject to approval of the TSX Venture Exchange.
  • No underwriter engaged; no dealer conflict of interest exists.