IC Group Holdings Inc. Announces Non-Brokered LIFE Private Placement with Material Insider Participation

Executive Summary

• IC Group Holdings Inc. announced a non‑brokered “LIFE” private placement of up to 8,000,000 units at CDN $0.50 per unit, targeting gross proceeds of up to CDN $4 million.
• Each unit consists of one common share and half of a non‑transferable common share purchase warrant (full warrant exercisable at CDN $0.75 per share 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

• Offering Size: Up to 8,000,000 units
• Unit Price: CDN $0.50 per unit
• Gross Proceeds Target: Up to CDN $4,000,000
• Composition of Each Unit:
• 1 Common share
• ½ of a non‑transferable Common share purchase warrant (full warrant exercisable at CDN $0.75/share)
• Warrant Terms: Exercise price CDN $0.75 per share; exercisable for 24 months from issuance.
• Use of Proceeds:
• Expand sales and marketing initiatives across business units.
• Invest in technology to unlock new revenue channels (e.g., Rich Communication Services, Fannex Live engagement platform).
• Support working capital, general corporate purposes, and transaction/offering‑related expenses.
• Insider Participation: Potential insider purchases will be treated as a related‑party transaction but are expected to be exempt from MI 61‑101 valuation/approval thresholds (insiders’ interest <25% of market cap). Details to be disclosed in a material change report.
• Finder Compensation: Cash commission equal to 6% of gross proceeds plus finder warrants equal to 6% of units sold, exercisable at $0.75 per share for 24 months.
• Exemptions & Restrictions: Offering relies on the Listed Issuer Financing Exemption under NI 45‑106; available only to Canadian residents (excluding Quebec). No resale restrictions apply under the exemption. Not registered in the U.S.; cannot be offered or sold there without registration or an applicable exemption.
• Closing Conditions: Subject to approval of the TSX Venture Exchange.

Notable Quotes

(No direct quotes were provided in the release.)