Toronto, Ontario--(Newsfile Corp. - December 17, 2018) - Icon Exploration Inc. (TSXV: IEX.H) ("Icon" or the
"Company") announces that it has agreed to amend certain of the terms of its proposed change of business transaction
previously announced on November 7, 2018.
Pursuant to the terms of an amended Share Exchange Agreement ("SEA"), Icon has agreed to consolidate its share capital on
a 1.25 old for 1 new (1.25:1) basis immediately prior to completion of its acquisition of all of the securities of City View Green
(or "CVG"). Then, at closing, Icon and City View Green will complete a business combination by way of share exchange (the
"Proposed Transaction") between Icon and all of the shareholders of City View Green, whereby CVG will become a wholly owned
subsidiary of Icon. On closing of the Proposed Transaction, Icon will issue 8 Icon common shares for every issued common share of
CVG (the "CVG Shares"). In addition, all outstanding incentive options of CVG (the "CVG Options") will be cancelled
and Icon will issue 5 Icon incentive options, each of which is exercisable for a period of five years, for each CVG Option so
cancelled.
With the reduced share exchange ratio, the parties now contemplate that on completion of the Proposed Transaction, Icon will
issue approximately 147,765,024 post-consolidation common shares of Icon to the former CVG shareholders. Of this amount, it is
expected that 106,413,336 of those post-consolidation common shares, being the total number of shares issued to principals of the
resulting issuer (directors, officers, 10% shareholders and any family members residing at the same address) and certain other
former CVG shareholders, will be escrowed such that 10% will be released on closing of the Proposed Transaction and an additional
15% will be released every 6 months thereafter. In addition, pursuant to the terms of the SEA, all other post-consolidation common
shares issued on closing (approx. 41,351,688 shares) will be subject to a voluntary escrow such that 20% will be released on
closing of the Proposed Transaction and 20% will be released 3, 6, 9 and 12 months after the closing date.
At closing, Icon will also issue 20,216,665 incentive post-consolidation stock options (the "Icon Options"), 6,700,000 of
which will be exercisable at a price of $0.25/share and 13,516,665 of which will be exercisable at a price of $0.75/share. All Icon
Options will vest as to 1/3 on each of the first, second and third anniversaries of the closing of the Proposed Transaction.
9,250,000 of the Icon Options to be issued to principals and certain other optionholders of the resulting issuer will be escrowed
pursuant to the escrow provisions set out above.
Icon currently has 31,941,426 shares issued and outstanding, 2,766,250 warrants outstanding and 3,037,734 stock options
outstanding. After completion of the proposed 1.25:1 share consolidation, Icon will have approximately 25,553,141
post-consolidation common shares issued, 2,213,000 post-consolidation warrants outstanding and 2,430,187 post-consolidation options
outstanding, prior to completion of the Proposed Transaction. Thereafter, upon completion of the Proposed Transaction, it is
estimated that there will be approximately 173,318,165 post-consolidation common shares issued and outstanding immediately
following closing of the Proposed Transaction (198,178,017 post-consolidation common shares on a fully-diluted basis) with CVG
shareholders holding approximately 85.3% of the then issued post-consolidation common shares (or 84.8% of the post-consolidation
common shares on a fully-diluted basis) and current Icon shareholders holding approximately 14.7% of the then issued Icon Shares
(or 15.2% of the Icon Shares on a fully-diluted basis).
Upon closing of the Proposed Transaction, Quinsam Capital Corporation, a public company listed on the Canadian Securities
Exchange, will become an insider of the resulting issuer in that it will own approximately 14.9% of the then issued
post-consolidation common shares of Icon (13.2% on a fully diluted basis).
All other terms of the Proposed Transaction remain unchanged, details of which were described in Icon's press release of
November 7, 2018.
The completion of the Proposed Transaction remains subject to the satisfaction of various conditions that are standard for a
transaction of this nature, including but not limited to (i) receipt of all requisite regulatory, stock exchange, court or
governmental authorizations and consents; and (ii) the approval by the shareholders of Icon to complete the Proposed Transaction,
if required by the applicable stock exchange (in which case, such approval may be obtained by written consent from a majority of
shareholders in lieu of holding a meeting). There can be no assurance that the Proposed Transaction will be completed on the
terms proposed above or at all.
The Company is also pleased to announce that it has received conditional approval to list its common shares on the Canadian
Securities Exchange ("CSE") and anticipates to voluntarily delist its common shares from the TSX Venture Exchange. The date
for this transition is not yet determined but will occur concurrently with the closing of the Proposed Transaction, which is
expected to be completed in early January, 2019. The Company will issue a press release with further details closer to the closing
date.
For further information contact:
Icon Exploration Inc.
Rob Fia, CEO & Director
Email: rfia@iconexploration.net
ABOUT ICON EXPLORATION INC.
Icon is a publicly traded company on the NEX Exchange (TSXV: IEX.H) our primary objective is to create a well-diversified
company that will produce long-term returns for its shareholders and investors. Our current focus is on assessing potential
acquisition targets in the cannabis industry. www.iconexploration.net
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and
reflect Icon's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in
this press release include information relating to the business plans of Icon and City View Green and completion of
the Proposed Transaction, amongst other things. Such statements and information reflect the current view of Icon.
Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking
statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements, or other future events, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that Icon and City View Green will obtain all requisite approvals for the Proposed
Transaction, including the approval of the stock exchange, or approvals of their respective shareholders, and
any such approvals may be conditional upon amendments to the terms of the Proposed Transaction;
- there is no assurance that CVG will obtain an ACMPR license from Health Canada;
- there is no assurance that the Company's common shares will be listed on the CSE and delisted from the TSX Venture
Exchange;
- following completion of the Proposed Transaction, Icon may require additional financing from time to time in
order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to it;
- new laws or regulations could adversely affect Icon's business and results of operations after completion of the Proposed
Transaction; and
- the stock markets have experienced volatility that often has been unrelated to the performance of companies. These
fluctuations may adversely affect the price of Icon's securities, regardless of its operating performance.
There are a number of important factors that could cause Icon's actual results to differ materially from those indicated or
implied by forward-looking statements and information. Such factors include, among others: limited business history of City View
Green; disruptions or changes in the credit or security markets; results of operation activities and development of projects; laws,
rules and regulations relating to the medical marijuana industry; project cost overruns or unanticipated costs and expenses, and
general market and industry conditions.
Icon cautions that the foregoing list of material factors is not exhaustive. When relying on Icon's forward-looking
statements and information to make decisions, investors and others should carefully consider the foregoing factors and other
uncertainties and potential events. Icon has assumed that the material factors referred to in the previous paragraph will not cause
such forward-looking statements and information to differ materially from actual results or events. However, the list of these
factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF ICON AS OF THE DATE
OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ICON MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not been
registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an exemption from registration. 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.
Corporate Communications Contact:
NetworkNewsWire (NNW)
New York, New York
www.NetworkNewsWire.com
212.418.1217 Office
Editor@NetworkNewsWire.com
