IC Group Holdings Announces Amendment to its Escrow Agreement

Toronto, ON – IC Group Holdings Inc. (“IC Group” or the “Company”) (TSXV: ICGH), a technology-enabled consumer engagement company that helps brands simplify and amplify connections with consumers, is pleased to announce its intention to update its existing escrow agreement dated February 20, 2025, which applies to non-principal shareholders subject to seed share resale restrictions (the “Escrow Agreement”).

 

The Escrow Agreement will be updated to correct it from a Surplus Escrow Agreement to a Value Escrow Agreement. The amendments include the removal of the cancellation provision required for a Surplus Tier 2 Issuer and a transition from a “surplus securities” release schedule to a “value securities” schedule for non-principal shareholders.

 

As a Tier 2 Issuer, the escrowed securities subject to the Escrow Agreement were to be released from escrow in accordance with the following “surplus” schedule:

Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Securities to be Released
February 21, 2025	5%	144,522
August 21, 2025	5%	144,522
February 21, 2026	10%	289,044
August 21, 2026	10%	289,044
February 21, 2027	15%	433,566
August 21, 2027	15%	433,566
February 21, 2028	40%	1,156,178
TOTAL	100%	2,890,442

 

In comparison, the Escrow Agreement may be amended such that, the escrowed securities will be released from escrow in accordance with the following “value” schedule:

Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Securities to be Released
February 21, 2025	10%	289,044
August 21, 2025	15%	433,566
February 21, 2026	15%	433,566
August 21, 2026	15%	433,566
February 21, 2027	15%	433,566
August 21, 2027	15%	433,566
February 21, 2028	15%	433,568
TOTAL	100%	2,890,442

 

Under the value securities model, the escrowed securities will be released according to a fixed schedule. As a Tier 2 issuer, IC Group’s escrowed securities would be released over 36 months, beginning with a 10% release on the TSXV bulletin date, followed by 15% releases every six months.

 

The proposed amendments will affect 2,745,920 escrowed securities, with 144,522 to be released upon receipt of both the disinterested shareholder approval and the TSX Venture Exchange approval, to which the proposed changes are subject.

 

About IC Group Holdings Inc.

IC Group (TSXV: ICGH) is transforming how brands engage with audiences across live events. It uses digital and social platforms to drive sales, capture valuable first-party data to fuel ongoing marketing initiatives and build customer loyalty. The Company achieves this by simplifying and managing the technology, regulatory, data security, and financial risks associated with engaging with consumer audiences on a global basis. Its solutions span digital engagement, mobile messaging, and specialty insurance for Fortune 500 brands and their agency partners in international jurisdictions.

 

For more information regarding IC Group, please contact:

Duncan McCready
CEO and Director
duncan.mccready@icgroupinc.com

(204) 487-5000

 

Glen Nelson
Investor Relations and Communications

403-763-9797

glen.nelson@icgroupinc.com

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.