Iconic Labs Regulatory News (ICON)

26 March 2021

Iconic Labs Plc ("Iconic Labs" or the "Company")

Settlement reached with European High Growth Opportunities Securitization Fund ("EHGOF")

Iconic Labs Plc (LSE:ICON), a multidivisional new media and technology business announces that it has today signed a settlement agreement with EHGOF with respect to claims made by EHGOF in connection with alleged breaches of various finance agreements that the Company had entered into with EHGOF.

Pursuant to the terms of the settlement agreement (I) the Company has agreed to (a) be bound by the agreements previously entered into with EHGOF; (b) issue an additional 80 convertible notes (equivalent to £800,000) together with an appropriate number of warrants under the terms of the finance agreements shortly after the signing of the settlement deed; (c) issue a prospectus within 3 months of the date of the settlement agreement and convene a general meeting of shareholders to obtain relevant corporate approvals relating to the issuance of shares under the agreements entered into with EHGOF; (d) buy back any warrants where the Company has insufficient corporate authorities to issue shares; (e) a right of first offer in favour of EHGOF with respect to any future variable rate equity financing that the Company may undertake; and (f) make certain corporate governance changes (such as the changes to the board of directors as have been recently announced by the Company) and (g) to pursue various claims and actions against certain former directors of the Company for loss or damage inflicted on the Company; (II) EHGOF has agreed to provide the Company, within 2 business days of the date of the settlement agreement, with an interim loan of £310,000 in order to fund the Company's issuance of a prospectus and to pay certain other amounts (and such loan is to be refinanced through the issuance of 31 convertible notes to EHGOF; (III) the exercise price of the previously issued warrants (with an exercise price higher than GBP0.0001) is amended to GBP0.0001; and (IV) all warrants issued prior to the date of the settlement agreement are amended such that the end of the warrant exercise period with respect to all such warrants is extended to the date which falls five years from the date of the settlement agreement. EHGOF retains certain rights against the Company if it breaches the agreement, including the right to commence proceedings to enforce all claims against the Company. Provided certain conditions are met by Iconic, EHGOF has agreed to an order being filed which stays the proceedings.

"Settling these claims with EHGOF was an immediate priority for the board and me this week. We are pleased with the terms we have negotiated and look forward to continuing to work productively with EHGOF," said Brad Taylor. 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

**ENDS**

For further information, please visit the Company's website www.iconiclabs.co.uk or contact:

Iconic Labs ir@iconiclabs.co.uk