Subject: News Release
Word Document
File: '\\swfile\EmailIn\20260804 104055 Attachment NR - Aamendment - 1455020 - ICWY - 04-08-26.docx'
2
1398-3896-8610, v. 1
ICWHY CAPITAL VENTURES INC. ANNOUNCES AMENDMENT TO THE NON-BINDING LETTER OF INTENT WITH 1455020 B.C. LTD.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES.
FOR IMMEDIATE RELEASE
August 4, 2026 ICWY.P
Vancouver, British Columbia - August 4, 2026: ICWHY Capital Ventures Inc. (TSXV: ICWY.P) (the "Company") wishes to announce that it has amended its non-binding letter of intent (the "LOI") dated June 23, 2026, with 1455020 B.C. Ltd. ("145") previously announced on June 24, 2026.
The amendment extended certain dates applicable to the completion of the Company's initial financing from August 1, 2026 to September 1, 2026 and the completion of the concurrent financing from September 15, 2026 to October 15, 2026. All other relevant dates have been amended to be consistent with these extensions.
In connection with the transaction, the Company will issue a subsequent news release(s) setting out further information as it bcomes available, as contemplated in Policy 2.4.
Contact Information
Randy Clifford
Chief Executive Officer
Tel: (778) 362-3037
Email: drcliff@telusplanet.net
The TSX Venture Exchange Inc. (the "TSXV") has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Forward-Looking Information
This press release includes "forward-looking information" that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Acquisition, the terms and completion of the Acquisition and the transactions contemplated by the LOI, the anticipated structure of the Acquisition as a three-cornered amalgamation, the negotiation and execution of the Definitive Agreement, the anticipated timing thereof, the completion of the Consolidation, the completion of the Financings and the expected use of proceeds therefrom, the issuance of securities of the Company (including the Resulting Issuer Shares) in connection with the Acquisition and the Financings, the proposed change of the Company's name, the proposed reconstitution of the board of directors and management of the Resulting Issuer, the entering into of employment, consulting, escrow and pooling agreements, the receipt of all required shareholder, regulatory and third-party approvals and consents, including the acceptance of the TSXV, the Resulting Issuer continuing to carry on the business of 145, the characterization of the Acquisition as the Company's qualifying transaction, the resumption of trading in the securities of the Company, and the filing of disclosure documents and the issuance of subsequent news releases in connection with the Acquisition. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, without limitation: that the parties will negotiate and execute the Definitive Agreement on the terms contemplated by the LOI; that each of the Financings will be completed on the anticipated terms and timing; that the Consolidation will be completed as contemplated; that all required shareholder, regulatory and third-party approvals and consents, including the acceptance of the TSXV, will be obtained on a timely basis; that the conditions to closing of the Acquisition will be satisfied; that the Company and 145 will be able to satisfy the requirements of the TSXV applicable to the Acquisition as the Company's qualifying transaction; and that general economic and market conditions, including conditions in the capital markets and the mineral exploration industry, will remain materially consistent with current expectations.
The forward-looking statements in this news release are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated, including, without limitation: the risk that the Definitive Agreement is not negotiated or executed; the risk that the Acquisition is not completed on the anticipated terms or at all, including as a result of a failure to satisfy the conditions to closing; the risk that the Financings are not completed on the anticipated terms, timing or amounts, or at all; the risk that the Consolidation is not completed as contemplated; the risk that the required shareholder, regulatory or third-party approvals and consents, including the acceptance of the TSXV, are not obtained or are delayed; the risk that the Company is unable to satisfy the requirements of the TSXV applicable to the Acquisition as its qualifying transaction; risks relating to the business of 145 and the mineral exploration and mining industry; risks relating to fluctuations in capital markets and the price of the Company's securities; the risk that anticipated benefits of the Acquisition are not realized; and the other risks and uncertainties to be described in the disclosure document to be prepared in connection with the Acquisition.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
PDF Document
File: Attachment NR - Aamendment - 1455020 - ICWY - 04-08-26.pdf
ICWHY CAPITAL VENTURES INC. ANNOUNCES
AMENDMENT TO THE NON-BINDING LETTER OF INTENT
WITH 1455020 B.C. LTD.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES.
FOR IMMEDIATE RELEASE
August 4, 2026 ICWY.P
Vancouver, British Columbia August 4, 2026: ICWHY Capital Ventures Inc. (TSXV: ICWY.P) (the
"Company") wishes to announce that it has amended its non-binding letter of intent (the "LOI") dated June
23, 2026, with 1455020 B.C. Ltd. ("145") previously announced on June 24, 2026.
The amendment extended certain dates applicable to the completion of the Company's initial financing from
August 1, 2026 to September 1, 2026 and the completion of the concurrent financing from September 15,
2026 to October 15, 2026. All other relevant dates have been amended to be consistent with these extensions.
In connection with the transaction, the Company will issue a subsequent news release(s) setting out further
information as it bcomes available, as contemplated in Policy 2.4.
Contact Information
Randy Clifford
Chief Executive Officer
Tel: (778) 362-3037
Email: drcliff@telusplanet.net
The TSX Venture Exchange Inc. (the "TSXV") has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release.
Investors are cautioned that, except as disclosed in the management information circular or filing statement
to be prepared in connection with the Acquisition, any information released or received with respect to the
Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a
capital pool company should be considered highly speculative.
Forward-Looking Information
This press release includes "forward-looking information" that is subject to assumptions, risks and
uncertainties, many of which are beyond the control of the Company. Statements in this news release which
are not purely historical are forward looking, including without limitation any statements concerning the
expected results of the Acquisition, the terms and completion of the Acquisition and the transactions
contemplated by the LOI, the anticipated structure of the Acquisition as a three-cornered amalgamation,
the negotiation and execution of the Definitive Agreement, the anticipated timing thereof, the completion of
the Consolidation, the completion of the Financings and the expected use of proceeds therefrom, the
issuance of securities of the Company (including the Resulting Issuer Shares) in connection with the
Acquisition and the Financings, the proposed change of the Company's name, the proposed reconstitution
of the board of directors and management of the Resulting Issuer, the entering into of employment,
consulting, escrow and pooling agreements, the receipt of all required shareholder, regulatory and third-
party approvals and consents, including the acceptance of the TSXV, the Resulting Issuer continuing to
carry on the business of 145, the characterization of the Acquisition as the Company's qualifying
transaction, the resumption of trading in the securities of the Company, and the filing of disclosure
documents and the issuance of subsequent news releases in connection with the Acquisition. Although the
Company believes that any forward-looking statements in this news release are reasonable, there can be no
assurance that any such forward-looking statements will prove to be accurate. The Company cautions
readers that all forward-looking statements are based on assumptions none of which can be assured and
are subject to certain risks and uncertainties that could cause actual events or results to differ materially
from those indicated in the forward-looking statements. Such forward-looking statements represent
management's best judgment based on information currently available. Readers are advised to rely on their
own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking
statements.
In making the forward-looking statements in this news release, the Company has applied several material
assumptions, including, without limitation: that the parties will negotiate and execute the Definitive
Agreement on the terms contemplated by the LOI; that each of the Financings will be completed on the
anticipated terms and timing; that the Consolidation will be completed as contemplated; that all required
shareholder, regulatory and third-party approvals and consents, including the acceptance of the TSXV, will
be obtained on a timely basis; that the conditions to closing of the Acquisition will be satisfied; that the
Company and 145 will be able to satisfy the requirements of the TSXV applicable to the Acquisition as the
Company's qualifying transaction; and that general economic and market conditions, including conditions
in the capital markets and the mineral exploration industry, will remain materially consistent with current
expectations.
The forward-looking statements in this news release are subject to a number of known and unknown risks,
uncertainties and other factors that could cause actual results to differ materially from those anticipated,
including, without limitation: the risk that the Definitive Agreement is not negotiated or executed; the risk
that the Acquisition is not completed on the anticipated terms or at all, including as a result of a failure to
satisfy the conditions to closing; the risk that the Financings are not completed on the anticipated terms,
timing or amounts, or at all; the risk that the Consolidation is not completed as contemplated; the risk that
the required shareholder, regulatory or third-party approvals and consents, including the acceptance of the
TSXV, are not obtained or are delayed; the risk that the Company is unable to satisfy the requirements of
the TSXV applicable to the Acquisition as its qualifying transaction; risks relating to the business of 145
and the mineral exploration and mining industry; risks relating to fluctuations in capital markets and the
price of the Company's securities; the risk that anticipated benefits of the Acquisition are not realized; and
the other risks and uncertainties to be described in the disclosure document to be prepared in connection
with the Acquisition.
The forward-looking statements and information contained in this news release are made as of the date
hereof and no undertaking is given to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or otherwise, unless so required by
applicable securities laws or the TSXV. The forward-looking statements or information contained in this
news release are expressly qualified by this cautionary statement.
2
1398-3896-8610, v. 1
© 2026 Canjex Publishing Ltd. All rights reserved.