The announcement set out below was published on the Company's website on 28 September 2022 but due to an oversight it was not published through RNS at the time.

28 September 2022

Iconic Labs Plc ("Iconic") In Administration

Iconic Enters into £3 million Financing Facility with EHGO

Iconic Labs Plc (LSE:ICON), is pleased to announce that on 28 September 2022 it entered into a £3 million Deed of Issuance and Subscription in respect of loan notes ("Notes") convertible into new ordinary shares with share subscription warrants ("Warrants") attached (together "the Financing Facility") with the European High Growth Opportunities Securitization Fund ("EHGO").

Iconic intends to drawdown on the Financing Facility in up to 14 sequential tranches over a maximum period of 18 months. Each Note has a duration of 24 months as from its date of issue.

Today Iconic submitted a drawdown notice to EHGO for the first tranche of £250,000. The subsequent tranches will be as follows: (i) £150,000 for tranches 2 through 6; and (ii) £250,000 for tranches 7 through 14. 

Under the Financing Facility, EHGO will provide Iconic with up to £3 million by subscribing for up to 3,000 Notes, each with a par value of £1,000, convertible into new ordinary shares in the Company, with the Warrants attached. Each Note is convertible into shares of Iconic at a conversion price equal to highest of a) 90% of the lowest volume-weighted average price of the 15 trading days prior to delivery of a conversion notice and b) the nominal value of the shares. Iconic is to pay a commitment fee of £ 150,000 in Notes under the terms of the Financing Facility. On termination of the Financing Facility Iconic has an obligation to pay EHGO an administration fee in the total aggregate amount of twenty percent (20%) of the principal amount of all Notes outstanding at the time of the termination.

The Financing Facility is subject to Iconic complying with certain obligations and conditions precedent, including:

·    With respect to the fourth tranche onwards, that the suspension on Iconic's shares from trading on the London Stock Exchange be lifted within 3 months of the agreement being entered into, and that the shares of Iconic recommence trading on Main Market of the London Stock Exchange (the "Commencement of Trading");

·    From the first tranche following the Commencement of Trading onwards:

o the closing market price of the shares for each of the ten consecutive trading days falling immediately prior to the relevant closing date must be at least higher than 150% of the nominal value of Iconic's shares; and

o the average daily value traded of Iconic's shares (excluding 5% of the data points from the top and excluding 5% of the data points from the bottom of the data set) for the 20 trading days immediately prior to the applicable closing date must be at least £ 10,000;

·    From the fifth Tranche onwards, Iconic having published a prospectus;

·    No binding commitment having been entered into by Iconic pursuant to which a change of control in Iconic would occur; and

·    No occurrence that constitutes an event of default having occurred and is continuing.

The Warrants will amount to 50% of the financing provided by EHGO such that the number of Warrants will be equal to 50% of the principal amount of the Notes divided by the warrant exercise price.

Before the trading suspension on Iconic's shares is lifted and trading resumes, the warrant exercise price will be equal to the share price immediately prior to suspension, or £0.00016 per share.

If the trading suspension in Iconic's shares is lifted and trading resumes, the warrant exercise price will be equal to 120% of the share volume weighted average price of the shares over the 15 trading days immediately preceding the relevant subscription or issuance request.  

Iconic will only be able to draw down on the first three tranches, for a total of £550,000, prior to the trading suspension in Iconic's shares being lifted by the Financial Conduct Authority and Iconic is once again trading on the Main Market of the London Stock Exchange. The Iconic executive team, advisors and auditors are diligently working to have the trading suspension lifted as soon as possible. Iconic will provide updates on its progress in due course.  

**ENDS**

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

Iconic Labs [email protected]