Icanic Brands Enters into Definitive Agreement to acquire THC Engineering – GlobeNewswire

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VANCOUVER, British Columbia, April 15, 2021 (GLOBE NEWSWIRE) — Icanic Brands Company, Inc. (CSE: ICAN, OTCQB: ICNAF) (“Icanic Brands” or the “Company”), a multi-state brand operator in California and Nevada, is pleased to announce that it has entered into a share exchange agreement dated April 7, 2021 (the “Definitive Agreement”) among the Company, THC Engineering, LLC (“THC Engineering”), THC Engineering Holdings, LLC (“THC Holdings”, and collectively with THC Engineering, “THC”), and the unitholders of THC (the “Unitholders”), pursuant to which the Company will acquire 100% of the issued and outstanding units of membership interest (the “Units”) of THC (the “Transaction”).

In consideration for the Transaction and pursuant to the terms of the Definitive Agreement, the Company will issue 3,734,208 common shares in the capital of the Company (the “Consideration Shares”) to the Unitholders pro rata in proportion to their holdings of Units at the time of closing (“Closing”). Further, the Unitholders shall pro rata receive fifteen percent (15%) of net revenue derived from the Company licensing solely the intellectual property rights owned by THC throughout North America for a period ending three (3) years following Closing.

In addition, subject to completion of certain technological milestones, the Company may issue additional common shares in the capital of the Company (the “Technology Shares”) to the Unitholders pro rata in proportion to their holdings of Units at Closing having an aggregate value of USD$2,750,000.

The Consideration Shares and Technology Shares, as applicable, will be subject to escrow and/or resale conditions as required by applicable securities laws and the policies of the Canadian Securities Exchange (the “CSE”).

The Transaction remains subject to certain closing conditions including, without limitation: (a) the receipt of all necessary corporate and regulatory approval; (b) each

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