IC Group Holdings Inc. Announces Non-Brokered LIFE Private Placement with Material Insider Participation

Toronto, Ontario--(Newsfile Corp. - October 29, 2025) - IC Group Holdings Inc. (TSXV: ICGH) ("IC Group" or the "Company") is pleased to announce its intention to complete a non-brokered LIFE private placement (the "Offering") of up to 8,000,000 units (the "Units") at a price of CDN$0.50 per Unit for gross proceeds of up to CDN$4,000,000. Each Unit will consist of one Common share in the capital of the Company (a "Share") and one-half of one non-transferable Common share purchase warrant (each whole Common share purchase warrant, a "Warrant"). Each whole Warrant will be exercisable to acquire one Share at an exercise price of CDN$0.75 per Share for a period of 24 months from the date of issuance.

IC Group intends to use the net proceeds of the Offering primarily to expand sales and marketing initiatives across its business units, driving growth and deeper market penetration. A significant portion will be invested in technology to unlock new revenue channels and enhance the company's digital infrastructure and service capabilities. This includes the continued evolution of new messaging channels, the integration of Rich Communication Services (RCS), and the expansion of our Fannex Live engagement platform. Remaining funds will support working capital and general corporate purposes, as well as transaction and offering-related expenses, as further described in the offering document relating to the Offering, which is available on the Company's profile on www.sedarplus.ca.

Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the private placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects that such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization. Further details will be included in a material change report that will be filed by the Company in connection with the offering once the full particulars of the insider participation are determined.

The Company may pay eligible finders a cash commission of 6% of the gross proceeds raised and issue finder warrants equal to 6% of the number of Units sold, exercisable at $0.75 per Common Share for a period of 24 months from the date of issuance. No underwriter has been engaged in connection with this Offering, and no dealer conflict of interest exists.

The Offering is available to purchasers resident in Canada, except Quebec, in reliance on the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions (the "Listed Issuer Financing Exemption"). In accordance with the Listed Issuer Financing Exemption, Shares issued under the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

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

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at www.icgroupinc.com. Prospective investors should read this offering document before making an investment decision.

Closing of the Offering is subject to approval of the TSX Venture Exchange.

About IC Group Holdings Inc.

IC Group (TSXV: ICGH) is transforming how brands engage with audiences across live events, social media, and digital platforms to drive commerce, capture valuable first-party data to fuel ongoing marketing initiatives, and build customer loyalty. The Company does this by simplifying and managing technology, regulatory, data security, and financial risks of engaging with consumer audiences at scale on a global basis. Its solutions span digital engagement, mobile messaging, and specialty insurance for Fortune 500 brands, their agency partners, and over 90 professional sport teams in international jurisdictions.

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, 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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