Mr. William Ollerhead reports

IC GROUP HOLDINGS INC. (FORMERLY CUSPIS CAPITAL II LTD.) AND 11197894 CANADA LTD. ANNOUNCE CLOSING OF QUALIFYING TRANSACTION

IC Group Holdings Inc., formerly Cuspis Capital II Ltd., and 11197894 Canada Ltd. (IC Group) have completed their previously announced business combination, which resulted in the reverse takeover of the corporation by the former shareholders of IC Group and which constituted the corporation's qualifying transaction, as such term is defined under TSX Venture Exchange Policy 2.4, Capital Pool Companies. The corporation, after giving effect to the transaction, will carry on the business previously carried on by IC Group.

Trading in the common shares of the resulting issuer was previously halted on March 5, 2024, at the request of the corporation in connection with the announcement of the transaction. The resulting issuer shares are expected to commence trading on the TSX-V under the ticker symbol ICGH two trading days after receipt of the final exchange bulletin, expected to be on Feb. 21, 2025. Upon resumption of trading, Cuspis will no longer be a capital pool company and the resulting issuer will be classified as a Tier 2 issuer pursuant to TSX-V policies.

Summary of the transaction

The transaction was completed by way of a three-cornered amalgamation among Cuspis, IC Group and a wholly owned subsidiary of Cuspis incorporated for the purpose of completing the amalgamation. Pursuant to the amalgamation, the corporation acquired all of the issued and outstanding securities of IC Group, with the former shareholders of IC Group receiving one postconsolidation common share (as defined below) for each one IC Group share (as defined below) held immediately prior to the effective time of the amalgamation. In connection with the completion of the transaction, all outstanding convertible securities of IC Group were also replaced with equivalent convertible securities of the corporation entitling the holders thereof to acquire postconsolidation common shares in lieu of IC Group shares in accordance with the exchange ratio.

In connection with the transaction, the corporation issued an aggregate of 29,316,667 postconsolidation common shares, such that the transaction resulted in the reverse takeover of the corporation by the shareholders of IC Group. After giving effect to the transaction, there are an aggregate of 33,421,917 resulting issuer shares issued and outstanding (on a non-diluted basis).

Further details of the transaction are contained in the news releases of the corporation dated March 5, 2024, July 29, 2024, Nov. 7, 2024, and Nov. 19, 2024, as well as the filing statement of the corporation dated Jan. 31, 2025, prepared in accordance with the requirements of the TSX-V. The filing statement is available under the corporation's issuer profile on SEDAR+.

Cuspis name change and consolidation

Prior to completing the transaction, the corporation effected: (i) a consolidation of its outstanding common shares on the basis of one postconsolidation common share for 4.3103448 preconsolidation common shares; and (ii) a change of the corporation's corporate name to IC Group Holdings.

Directors and executive officers

Following the completion of the transaction, the resulting issuer's board of directors consists of five directors, namely C. Fraser Elliott, Jack Schoenmakers, Duncan McCready, Michael Svetkoff and Marc Caron. Management of the resulting issuer consists of Mr. McCready (chief executive officer), John Penhale (chief financial officer) and Mr. Caron (corporate secretary).

Escrow agreement

In connection with the transaction, an aggregate of 22,774,344 resulting issuer shares and 566,508 stock options exercisable for resulting issuer shares were deposited in escrow pursuant to a Tier 2 value security escrow agreement; an additional surplus 2,890,442 resulting issuer shares were deposited into an SSRR (surplus) escrow agreement and 1.16 million resulting issuer shares were deposited into a CPC (capital pool company) escrow agreement, all in accordance with the policies of the TSX Venture Exchange. Please see the filing statement of the company for details concerning the terms of the escrowed securities and their release. Please note that the filing statement incorrectly identified the number of escrowed securities due to an technical error in calculations.

Subscription receipt equity financing

As previously disclosed in the news release of Cuspis dated Nov. 7, 2024, IC Group completed a non-brokered private placement financing of 1,205,250 subscription receipts at a price of $1 per subscription receipt for aggregate gross proceeds of $1,205,250. In accordance with the terms of the subscription receipt agreement dated Nov. 7, 2024, among IC Group, Cuspis, the lead agent and the escrow agent, governing the subscription receipts, each subscription receipt was automatically converted into one unit in the capital of IC Group, immediately before completing the transaction upon satisfaction of certain escrow release conditions specified in the subscription receipt agreement, with each IC Group unit consisting of one common share in the capital of IC Group and one IC Group share purchase warrant. Each IC Group warrant shall be exercisable to acquire one additional IC Group share at a price of $1.20 per IC Group share for a period of 48 months from the date of issuance of the warrants. Pursuant to the transaction, each outstanding IC Group share was immediately exchanged for one postconsolidation common share of the resulting issuer and each IC Group warrant was immediately exchanged for one common share purchase warrant of the resulting issuer (on substantially the same economic terms as the IC Group warrant) for no additional consideration and without any further action by the holders thereof.

The offering was led by Research Capital Corp., as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Ventum Financial Corp.

Fannex acquisition

Prior to completing the transaction, IC Group completed the acquisition of all of the issued and outstanding shares of Emotion Media Inc. (EMI) not currently held by IC Group. The purchase price paid to acquire the shares of EMI was $3,462,683.18, payable through cash payments totalling $250,054.90, and the issuance of 2,678,494 IC Group shares following the IC Group share split (407,126 Class A common shares of IC Group prior to the share split). As a result of the Fannex acquisition, EMI became a wholly owned subsidiary of IC Group. The resulting issuer will release further information on the Fannex acquisition in due course.

About IC Group (11197894 Canada Ltd.)

IC Group, headquartered in Winnipeg, Man., was incorporated on July 31, 2023, under the Canada Business Corporations Act, and is the product of a July 31, 2023, amalgamation that consolidated entities that have effectively been in active business since 1989, to continue as IC Group. IC Group is a leading marketing services technology company with over 30 years of experience delivering impactful digital promotions, loyalty, rebate, messaging and specialty insurance solutions for Fortune 500 brands in global jurisdictions.

About Cuspis Capital II Ltd. (now IC Group Holdings Inc.)

Cuspis completed its initial public offering on Dec. 11, 2020. The common shares of Cuspis are listed for trading on the TSX-V under the symbol CCII.P. Cuspis has not commenced commercial operations and has no assets other than cash. Cuspis was incorporated under the laws of the Province of Ontario.

We seek Safe Harbor.