Icon Exploration Inc.: Announces Debt Settlement and Private Placement Closing
Toronto, August 3, 2017 - Icon Exploration Inc. (TSXV: IEX.H) ("Icon" or the "Company") announces that it received NEX conditional approval to and has today issued 950,000 shares at a deemed price of $0.05 per share to settle an aggregate of $47,500 debt. These shares are subject to a hold period expiring four months plus a day after their date of issuance. The settled debt included the issuance of 300,000 shares (approx. 1.2% of Icon's issued shares) to Joseph Heng, CFO and a director of Icon, to settle $15,000 debt and 300,000 shares (approx. 1.2% of Icon's issued shares) to Rob Fia, the CEO and a director of Icon, to settle $15,000 debt. Mr. Heng now owns a total of 1,870,329 shares (approx. 7.4% of Icon's issued shares) and Mr. Fia now owns a total of 4,077,812 shares (approx. 16.1% of Icon's issued shares). These debt settlements are related party transactions as defined in Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement and the shareholder approval requirement of MI 61-101.
In addition, the Company has closed a private placement and has issued 1,000,000 units for gross proceeds of $50,000. The issued securities are subject to a hold period expiring four months plus a day after the date of their issuance. The Company engaged Kingsdale Capital Markets Inc. (the "Agent") to act as the agent for the private placement. In conjunction with the closing of this financing, the Agent has received a cash commission in an amount equal to 8% of the gross proceeds raised and a total of 80,000 agent warrants representing an amount equal to 8% of the units issued under the financing, with each warrant being exercisable into one common share of the Company at an exercise price of $0.10/share for a period of one year.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
ON BEHALF OF THE BOARD, Icon Exploration Inc.
"Rob Fia"
Rob Fia, CEO & Director
For further information:
Email: rfia@kingsdalecapital.com
Tel: 416-867-2353
Fax: 416-867-4566
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.
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES