The TSX Venture Exchange has accepted for filing Cuspis Capital II Ltd.'s qualifying transaction, as described in its filing statement dated Jan. 31, 2025. As a result, at the opening on Tuesday, Feb. 25, 2025, the company will no longer be considered a capital pool company. The transaction includes the following.

The company acquired all of the issued and outstanding shares of 11197894 Canada Ltd. and issued 29 million postconsolidation common shares in the capital of the company to the existing shareholders of the target (not including the common shares issued in the financings, as defined below). Convertible securities of the target were exchanged for economically equivalent securities of the company.

Name change and consolidation

At the annual and special meeting of shareholders of the company on June 28, 2024, shareholders approved a special resolution approving the company's share capital consolidation on the basis of one postconsolidation share for 4.3103 preconsolidation shares, as well as a special resolution approving the company's name change. The name of the company has been changed from Cuspis Capital II to IC Group Holdings Inc.

Effective at the opening on Tuesday, Feb. 25, 2025, the common shares of IC Group Holdings will commence trading on the TSX Venture Exchange and the common shares of Cuspis Capital II will be delisted.

Private placement -- brokered

Prior to the completion of the transaction, the target completed a brokered private placement of subscription receipts, which have been exchanged into the following securities on a postconsolidation basis in the company.

Financing type:  brokered private placement

Gross proceeds:  $1,205,250

Offering:  1,205,250 resulting issuer shares with 1,205,250 warrants

Offering price:  $1 per resulting issuer share

Warrant exercise terms:  $1.20 until Feb. 14, 2029

Commissions in securities:  Research Capital Corp., 50,635 warrants

Commission terms:  Each non-transferable warrant is exercisable at $1 for a four-year period.

Disclosure:  Refer to the company's news release dated Feb. 21, 2025.

Note that in certain circumstances the exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

Postconsolidation

Corporate jurisdiction:  Ontario

Capitalization:  unlimited number of common shares with no par value, of which 33,421,917 common shares are issued and outstanding

Escrow:  26,824,786 common shares

Transfer agent:  TSX Trust Company

Trading symbol:  ICGH (new)

Cusip No.:  449274 10 9 (new)

For further information, please refer to the company's filing statement dated Jan. 31, 2025.

The resulting issuer is classified as a data processing, hosting and related services company (NAICS No. 518210).

Resume trading

Further to the TSX Venture Exchange bulletin dated March 5, 2024, trading in the securities of the resulting issuer will resume at the opening on Tuesday, Feb. 25, 2025.

Effective at the opening on Tuesday, Feb. 25, 2025, the trading symbol for the company will change from CCII.P to ICGH.