IC Group Holdings arranges $4-million financing

Mr. Duncan McCready reports IC GROUP HOLDINGS INC. ANNOUNCES NON-BROKERED LIFE PRIVATE PLACEMENT WITH MATERIAL INSIDER PARTICIPATION IC Group Holdings Inc. intends to complete a non-brokered LIFE (listed issuer financing exemption) private placement of up to eight million units at a price of 50 cents per unit for gross proceeds of up to $4-million. Each unit will consist of one common share in the capital of the company and one-half of one non-transferable common share purchase warrant. Each whole warrant will be exercisable to acquire one share at an exercise price of 75 cents per share for a period of 24 months from the date of issuance. IC Group intends to use the net proceeds of the offering primarily to expand sales and marketing initiatives across its business units, driving growth and deeper market penetration. A significant portion will be invested in technology to unlock new revenue channels and enhance the company's digital infrastructure and service capabilities. This includes the continued evolution of new messaging channels, the integration of rich communication services (RCS) and the expansion of its Fannex Live engagement platform. Remaining funds will support working capital and general corporate purposes, as well as transaction and offering-related expenses, as further described in the offering document relating to the offering, which is available on the company's profile on SEDAR+. Certain insiders of the company may acquire units in the offering. Any participation by insiders in the private placement would constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the company expects that such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders, would exceed 25 per cent of the company's market capitalization. Further details will be included in a material change report that will be filed by the company in connection with the offering once the full particulars of the insider participation are determined. The company may pay eligible finders a cash commission of 6 per cent of the gross proceeds raised and issue finders' warrants equal to 6 per cent of the number of units sold, exercisable at 75 cents per common share for a period of 24 months from the date of issuance. No underwriter has been engaged in connection with this offering and no dealer conflict of interest exists. The offering is available to purchasers resident in Canada, except Quebec, in reliance on the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions. In accordance with the listed issuer financing exemption, shares issued under the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's profile on SEDAR+ and the company's website. Prospective investors should read this offering document before making an investment decision. Closing of the offering is subject to approval of the TSX Venture Exchange. About IC Group Holdings Inc. IC Group is transforming how brands engage with audiences across live events, social media and digital platforms to drive commerce, capture valuable first party data to fuel continuing marketing initiatives, and build customer loyalty. The company does this by simplifying and managing technology, regulatory, data security and financial risks of engaging with consumer audiences at scale on a global basis. Its solutions span digital engagement, mobile messaging and specialty insurance for Fortune 500 brands, their agency partners and over 90 professional sport teams in international jurisdictions. We seek Safe Harbor.