IC Group Holdings Inc. Announces Amended Private Placement Terms and Updated Closing Timeline

Executive Summary

• IC Group Holdings Inc. amended its non‑brokered private placement, now offering up to 8 million units at $0.50 each for gross proceeds of up to $4 million.
• Warrant terms were improved: exercise price reduced to $0.65 and term extended to 30 months (from 24 months); finder warrants also receive the same 30‑month term at $0.50.
• Net proceeds are earmarked for sales & marketing expansion, technology development of messaging/live‑engagement platforms, and general working capital.

Key Details

• Units: Up to 8,000,000 units; each unit = 1 common share + ½ common share purchase warrant.
• Pricing: $0.50 per unit → expected gross proceeds up to $4,000,000.
• Warrant Terms (Investor): Exercise price $0.65 per share; exercisable for 30 months from issuance.
• Warrant Terms (Finder): Finder warrants exercisable at $0.50 per share for 30 months; finder cash commission = 6 % of proceeds raised.
• Broker Warrants: Now exercisable for 30 months at $0.50, aligned with investor warrants.
• Closing Date: Anticipated on or about December 12, 2025, subject to TSX Venture Exchange approval and statutory hold period (four months + one day).
• Use of Proceeds:
• Sales & marketing expansion across business units.
• Advancement of technology development for messaging and live‑engagement platforms.
• General working capital and corporate purposes.
• Insider Participation: Potential insider purchases will be treated as a related‑party transaction under MI 61‑101; expected to be exempt from formal valuation/minority approval because the fair market value will not exceed 25 % of market cap. A material change report will be filed once details are finalized.
• Regulatory Notes: Securities not registered in the U.S.; offering subject to TSX Venture Exchange approval and statutory hold period.

Notable Quotes

(No executive quotes were provided in the release.)