Mr. Rob Fia reports

ICON EXPLORATION INC. AND INCRYPTEX LTD. ANNOUNCE TERMS OF THEIR REVERSE TAKEOVER TRANSACTION

Icon Exploration Inc. and Incryptex Ltd. have provided an update with respect to their proposed reverse takeover transaction previously announced in a press release on May 27, 2015.

About the proposed transaction

Icon and Incryptex have agreed to combine their businesses by means of a three-cornered amalgamation, whereby shares of Incryptex will be exchanged for common shares of Icon after giving effect to the Icon share consolidation (as defined as follows) and completion of the reverse takeover transaction, on a basis of one postconsolidated resulting issuer share for each one Incryptex share, resulting in a reverse takeover and change of business of Icon by the shareholders of Incryptex as contemplated under the policies of the TSX Venture Exchange. Convertible securities of Incryptex will also be converted into like securities of the resulting issuer on the same basis. Upon completion of the amalgamation, Incryptex will become a wholly owned subsidiary of the resulting issuer and the resulting issuer will be renamed Incryptex Ltd. It is expected that shareholders of both Icon and Incryptex will hold freely tradable shares of the resulting issuer upon completion of the amalgamation, save for escrow restrictions applicable to principals of the resulting issuer and any seed share resale restrictions imposed by the exchange.

Icon share consolidation, working capital financing and debt settlement

Immediately prior to or concurrent with the amalgamation, Icon intends to consolidate its issued and outstanding common shares and convertible securities on a one-for-eight basis, as previously authorized by the shareholders of Icon at Icon's annual and special meeting held on Dec. 16, 2014. Icon currently has 14,336,428 common shares issued and outstanding, 2,604,000 warrants to acquire common shares and 1,359,642 options to acquire common shares on a preconsolidation basis.

It is a condition of the amalgamation agreement that Icon complete a private placement of up to eight million preconsolidated common shares (one million postconsolidated shares) at a price of five cents per share (40 cents per postconsolidated share) for gross proceeds of up to $400,000 to finance, inter alia, the costs of the transaction and general working capital expenses, provided that Icon shall have not less than $250,000 in cash on hand upon closing of the amalgamation ($200,000 if closing takes places after Nov. 30, 2015).

It is a further condition of the amalgamation agreement that Icon settle a total of $167,800 due to insiders of Icon and up to an additional $136,354 in arm's-length payables (as at March 31, 2015) for up to a total of 6,083,080 preconsolidated common shares of Icon (760,385 postconsolidated shares) at a deemed price of five cents per share (40 cents per postconsolidated share).

Sponsorship

Icon intends to make an application for an exemption from the sponsorship requirements of the exchange in connection with the proposed transaction. There is no assurance that such exemption will be granted. Trading in the shares of Icon is presently halted. It is uncertain whether the shares of Icon will resume trading until the proposed transaction is completed and approved by the exchange.

Closing

Completion of the transaction is subject to a number of conditions, including those set out above, as well as exchange acceptance and the receipt of all requisite shareholder approvals.

Subject to the foregoing, closing of the transaction is anticipated to take place on or before Dec. 31, 2015. Upon completion of the Icon share consolidation, the Icon placement, the Icon debt settlement, an Incryptex brokered private placement and the amalgamation, it is anticipated that there will be approximately 60.82 million common shares of the resulting issuer issued and outstanding, of which approximately 74 per cent will be held by the current shareholders of Incryptex, 6 per cent held by the current shareholders of Icon (after giving effect to the Icon placement and Icon debt settlement) and 20 per cent held by subscribers to the Incryptex brokered private placement (assuming the entire financing is sold). Accordingly, if the amalgamation were to be completed today, Icon would issue a total of approximately 45 million common shares to the current shareholders of Incryptex.

There can be no assurance that the transaction will be completed as proposed or at all.

We seek Safe Harbor.