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Iconic Minerals Ltd. (TSXV: ICM,OTC:ICMFF) (OTCQB: ICMFF) (FSE: YQG) (the "Company" or "Iconic") announces that the Company has received final acceptance from TSX Venture Exchange (the "TSXV" or "Exchange") with its previously announced non-brokered private placement (see news release dated January 5, 2026) which consisted of offering up to 30,000,000 units (each, a "Unit") at a price of $0.125 per Unit for aggregate proceeds of up to $3,750,000 (the "Financing"). Each Unit consisted of one common share and one common share purchase warrant ("Warrant"), each Warrant entitling the holder thereof to purchase one additional common share at an exercise price of $0.17 per share for a period of two (2) years from the date of issuance. In the event that the Company's common shares trade at a closing price of $0.35 per common share or greater for a minimum period of 10 non-consecutive trading dates commencing four months from the closing of the Financing, then the Company may accelerate the expiry date of the Warrants by providing notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company (the "Warrant Acceleration Clause"). The Warrant holder cannot hold or exercise, whether individually or jointly with any Associates, Affiliates, or other persons on an undiluted basis greater than 9.9% of the Company's issued and outstanding shares without submitting a PIF for Exchange review.
Proceeds raised will be used toward expenditures required for drilling and advancement of the Company's exploration program on its New Pass gold property in Nevada, and for general working capital purposes.
Certain eligible finders (the "Finders") will be paid in connection with the Financing in accordance with policies of the TSXV to a total of $57,881 payable in cash and a total of 463,000 Finders' warrants. Each Finder's warrant is exercisable to acquire one common share of the Company at $0.17 per share for a period of two (2) years from the date of issuance and shall include the Warrant Acceleration Clause terms.
All securities issued in the Financing are subject to a four-month and a day hold period in Canada. Closing of the Financing will be subject to the approval of the TSXV.
The securities offered have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, or any applicable state securities laws and may not be offered or sold in the United States or to "U.S. persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from the registration requirements. This news 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.
On behalf of the Board of Directors
"Richard Barnett"
Richard Barnett, Chief Financial Officer
Contact: (604) 336-8614
For further information on Iconic, please visit our website at www.iconicminerals.com.
The Company's public documents may be accessed at www.sedarplus.ca.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the completion of the Financing and the use of proceeds therefrom, and the Company's future plans are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, requirements for additional capital, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals (including TSXV acceptance), permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics, including the impact of such epidemic or pandemic on the Company's business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the timing and possible outcome of any pending litigation, environmental issues and liabilities, as well as the risk factors described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282063
