Mr. Duncan McCready reports

IC GROUP HOLDINGS INC. SUCCESSFULLY CLOSES NON-BROKERED PRIVATE PLACEMENT RAISING MORE THAN $3,750,000

IC Group Holdings Inc. has successfully closed its previously announced non-brokered private placement.

The company issued 7,518,650 units at a price of 50 cents per unit, for gross proceeds of $3,759,325. Each unit consisted of one common share of the company and one-half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of 65 cents per share for a period of 30 months from the date of issuance.

The company intends to deploy the net proceeds of the offering to accelerate growth by scaling high-impact sales and marketing initiatives across its business units and making targeted technology investments to expand and monetize its next-generation messaging ecosystem. This includes the continued integration of Rich Communication Services (RCS) and the expansion of Fannex, its live engagement platform. Remaining proceeds will be used to strengthen working capital and support general corporate purposes.

The offering was significantly supported by the small-cap specialist group at Canaccord Genuity Corp., which introduced subscribers to the company and collectively accounted for a significant portion of the capital raised. No underwriter was engaged in connection with the offering. In connection with the offering, the company paid finders' fees of $143,790 in cash and issued 287,580 finder warrants, each exercisable at 50 cents per share for a period of 30 months, in accordance with the policies of the TSX Venture Exchange.

Insider participation

Certain insiders of the company participated in the offering and acquired an aggregate of 1.13 million units. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the securities issued to insiders and the consideration paid by such insiders did not exceed 25 per cent of the company's market capitalization. A material change report will be filed in connection with the offering, as required.

Planned shareholder debt conversion

The company also announces that it intends to complete up to $200,000 in shareholder debt conversions at a deemed price of 50 cents per common share, resulting in the issuance of up to 400,000 common shares. The debt conversion is intended to strengthen the company's balance sheet further and reduce outstanding liabilities. Completion of the debt conversion remains subject to TSX Venture Exchange acceptance, and all securities issued will be subject to applicable statutory hold periods.

All securities issued pursuant to the offering are subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The offering remains subject to final acceptance of the TSX-V.

About IC Group Holdings Inc.

IC Group is a consumer engagement company driving commerce and data for professional sports teams and global brands across live events, digital ecosystems and mobile channels. Operating at the intersection of marketing, technology and commerce, the company simplifies the complexities of modern consumer engagement for customers on a global scale.

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