ICON Exploration Inc.
TSX VENTURE : IEX

August 31, 2015 17:19 ET

ICON Exploration Inc. and Incryptex Ltd. Announce Terms of their Reverse Takeover Transaction

TORONTO, ONTARIO--(Marketwired - Aug. 31, 2015) - ICON Exploration Inc. (TSX VENTURE:IEX) ("Icon") and Incryptex Ltd. ("Incryptex") are pleased to provide an update with respect to their proposed Reverse Takeover transaction previously announced in a press release on May 27, 2015.

About the Proposed Transaction

ICON and Incryptex have agreed to combine their businesses by means of a three cornered amalgamation (the "Amalgamation") whereby shares of Incryptex will be exchanged for common shares of Icon (the "Resulting Issuer") after giving effect to the ICON Share Consolidation (as defined below) and completion of the Reverse Takeover transaction, on a one post-consolidated Resulting Issuer share for each one Incryptex share basis resulting in a reverse takeover and change of business of ICON by the shareholders of Incryptex as contemplated under the policies of the TSX Venture Exchange (the "Exchange"). Convertible securities of Incryptex will also be converted into like securities of the Resulting Issuer on the same basis. Upon completion of the Amalgamation, Incryptex will become a wholly-owned subsidiary of the Resulting Issuer and the Resulting Issuer will be renamed "Incryptex Ltd." It is expected that shareholders of both ICON and Incryptex will hold freely tradable shares of the Resulting Issuer upon completion of the Amalgamation, save for escrow restrictions applicable to "principals" of the Resulting Issuer and any seed share resale restrictions imposed by the Exchange.

ICON Share Consolidation, Working Capital Financing and Debt Settlement

Immediately prior to or concurrent with the Amalgamation, ICON intends to consolidate its issued and outstanding common shares and convertible securities on a one for eight basis (the "ICON Share Consolidation") as previously authorized by the shareholders of ICON at ICON's annual and special meeting held on December 16, 2014. ICON currently has 14,336,428 common shares issued and outstanding, 2,604,000 warrants to acquire common shares, and 1,359,642 options to acquire common shares, on a pre-ICON Share Consolidation basis.

It is a condition of the amalgamation agreement that ICON complete a private placement of up to 8,000,000 pre-consolidated common shares (1,000,000 post-consolidated shares) at a price of $0.05 per share ($0.40 per post-consolidated share) for gross proceeds of up to $400,000 (the "ICON Placement") to fund, inter alia, the costs of the transaction and general working capital expenses, provided that ICON shall have not less than $250,000 in cash on hand upon closing of the Amalgamation ($200,000 if closing takes places after November 30, 2015).

It is a further condition of the amalgamation agreement that ICON settle (the "ICON Debt Settlement") a total of $167,800 due to insiders of ICON and up to an additional $136,354 in arm's length payables (as at March 31, 2015) for up to an aggregate of 6,083,080 pre-consolidated common shares of ICON (760,385 post-consolidated shares) at a deemed price of $0.05 per share ($0.40 per post-consolidated share).

Sponsorship

Icon intends to make an application for an exemption from the sponsorship requirements of the Exchange in connection with the proposed transaction. There is no assurance that such exemption will be granted. Trading in the shares of Icon is presently halted. It is uncertain whether the shares of Icon will resume trading until the Proposed Transaction is completed and approved by the Exchange.

Closing

Completion of the transaction is subject to a number of conditions, including those set out above as well as Exchange acceptance and the receipt of all requisite shareholder approvals.

Subject to the foregoing, closing of the transaction is anticipated to take place on or before December 31, 2015. Upon completion of the ICON Share Consolidation, the ICON Placement, the ICON Debt Settlement, an Incryptex brokered private placement and the Amalgamation, it is anticipated that there will be approximately 60.82 million common shares of the Resulting Issuer issued and outstanding; of which approximately 74% will be held by the current shareholders of INCRYPTEX, 6% held by the current shareholders of ICON (after giving effect to the ICON Placement and ICON Debt Settlement), and 20% held by subscribers to the Incryptex brokered private placement (assuming the entire financing is sold). Accordingly, if the Amalgamation were to be completed today, ICON would issue an aggregate of approximately 45 million common shares to the current shareholders of Incryptex.

There can be no assurance that the transaction will be completed as proposed or at all.

About Incryptex Ltd.

Incryptex is a next generation digital currency exchange and direct market access platform that provides individual traders and traditional electronic trading desks a highly secure, trusted counterparty and enterprise solution to an emerging asset class. Incryptex's consumer and enterprise solutions are enhanced through its unprecedented correspondent banking network and the most comprehensive compliance platform in the space, offering international remittance, clearing and settlement across many national currencies in 51 countries. Incryptex's consolidated markets strategy, risk mitigation algorithms and fully insured deposit structure for digital currencies have created an international gateway for its members and conventional financial companies to access digital currencies and blockchain technologies.

Additional information regarding the incoming principals and financial information of Incryptex will be provided by way of a subsequent news release and prior to any trading resumption being effected.

The information in this press release related to Incryptex was provided to ICON by Incryptex.

READER ADVISORY

This press release contains forward-looking statements and information regarding, among other things, the terms of the proposed Amalgamation, financings, corporate restructurings, deadlines, regulatory and shareholder approvals and other matters. Forward-looking statements and information can also identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of these forward-looking statements and information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Icon. The reader is cautioned not to place undue reliance on any forward-looking statements or information. Such statements or information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements and information contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements and information contained in this press release are made as of the date of this press release, and Icon does not undertake any obligation to update publicly or to revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as expressly required by law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Reverse Takeover and Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of Icon Exploration Inc. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN.

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