IC Group Holdings Inc. Successfully Closes Non-Brokered Private Placement Raising More Than $3,750,000

Toronto, Ontario–(Newsfile Corp. – December 19, 2025) – IC Group Holdings Inc. (TSXV: ICGH) (“IC Group” or the “Company”), a consumer engagement company driving commerce and data for professional sports teams and global brands, is pleased to announce that it has successfully closed its previously announced non-brokered private placement (the “Offering”).

The Company issued 7,518,650 units (the “Units”) at a price of $0.50 per Unit, for gross proceeds of $3,759,325. Each Unit consisted of one common share of the Company and one-half (½) of one non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to acquire one additional common share at an exercise price of $0.65 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 finder’s fees of $143,790 in cash and issued 287,580 finder’s warrants, each exercisable at $0.50 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 1,130,000 Units. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). 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 percent 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 $0.50 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 Venture Exchange.

About IC Group Holdings Inc.

IC Group (TSXV: ICGH) 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, we simplify the complexities of modern consumer engagement for customers on a global scale.

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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the process and completion of the Offering and theplanned shareholder debt conversion the use of proceeds of the Offering and any statements regarding the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results. It will not necessarily be an accurate indication of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s reasonable faith belief with respect to future events. It is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedarplus.ca under the Company’s profile and on the Company’s website, https://www.icgroupinc.com/. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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