Toronto – February 21, 2025 – TheNewswire - IC Group Holdings Inc. (formerly Cuspis Capital II Ltd. (TSXV: CCII.P) (the “Corporation” or “Cuspis”), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange”) Policy 2.4 – Capital Pool Companies, and 11197894 Canada Ltd. (“IC Group”) are pleased to announce that they have completed their previously announced business combination (the “Transaction”), 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 TSXV Policy 2.4 - Capital Pool Companies. The Corporation, after giving effect to the Transaction (the “Resulting Issuer”) will carry on the business previously carried on by IC Group.

Trading in the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) 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 TSXV under the ticker symbol “ICGH” two trading days after receipt of the Final Exchange Bulletin, expected to be on February 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 TSXV 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 (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 Post-Consolidation Common Share (as defined below) for each one IC Group Share (as defined below) held immediately prior to the effective time of the Amalgamation (the “Exchange Ratio”). 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 Post-Consolidation 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 Post-Consolidation 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, November 7, 2024, and November 19, 2024 as well as the filing statement of the Corporation dated January 31, 2025 (the “Filing Statement”) prepared in accordance with the requirements of the TSXV. The Filing Statement is available under the Corporation’s issuer profile on SEDAR+ at www.sedarplus.ca.

Cuspis Name Change and Consolidation

Prior to completing the Transaction, the Corporation effected: (i) a consolidation (the “Consolidation”) of its outstanding common shares (the “Common Shares”) on the basis of 4.3103448 pre-consolidation Common Shares for every one (1) post-consolidation Common Share (each, a “Post-Consolidation Common Share”), and (ii) a change of the Corporation's corporate name to “IC Group Holdings Inc.”.

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 Duncan McCready (Chief Executive Officer), John Penhale (Chief Financial Officer) and Marc 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 1,160,000 Resulting Issuer Shares were deposited into a CPC 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 November 7, 2024, IC Group completed a non-brokered private placement financing of 1,205,250 subscription receipts (each, a “Subscription Receipt”) at a price of C$1.00 (the “Offering Price”) per Subscription Receipt for aggregate gross proceeds of C$1,205,250 (the “Offering”). In accordance with the terms of the subscription receipt agreement dated November 7, 2024 among IC Group, Cuspis, the ‎Lead Agent and the Escrow Agent (the “Subscription Receipt Agreement”), governing the Subscription Receipts, each Subscription Receipt was automatically converted into one unit in the capital of IC Group (each, an “IC Group Unit”), 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 (each, an “IC Group Share”) in the capital of IC Group and one IC Group Share purchase warrant (each, an “IC Group 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 Post-Consolidation 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 Corporation, as lead agent and sole bookrunner (the “Lead Agent”), on behalf of a syndicate of agents, including Ventum Financial Corp. (together with the Lead Agent, the “Agents”).  

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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 “Fannex Acquisition”).  The purchase price paid to acquire the shares of EMI was $3,462,683.18, payable through cash payments totaling $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

IC Group, headquartered in Winnipeg, Manitoba, 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’ experience delivering impactful digital promotions, loyalty, rebate, messaging, and specialty insurance solutions for Fortune 500 brands in global jurisdictions.

About Cuspis

Cuspis completed its initial public offering on December 11, 2020. The common shares of Cuspis are listed for trading on the TSXV 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.

Further Information

 

All information contained in this press release with respect to Cuspis and IC Group (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

 

Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction 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.

 

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the Resulting Issuer will remain halted pursuant to Policy 5.2 Section 2.5 and Policy 2.4 Section 2.3(b).

For more information regarding Cuspis, please contact William Ollerhead, the Chief Executive Officer of the Corporation.

William Ollerhead, CEO

Will@CuspisCapital.com

(416) 214-0876

 

For more information regarding IC Group, please contact Duncan McCready, the Chief Executive Officer of IC Group.

Duncan McCready
Duncan.McCready@ICGroupInc.com
(204) 487-5000

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the business of IC Group and timing for commencement of trading of the Resulting Issuer Shares. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to obtain shareholder, director or regulatory approvals.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cuspis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

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