Issue of Equity and Pay-down of Debt

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

Issue of Equity and Pay-down of Debt

Iconic Labs Plc (LSE:ICON) (the "Company"), a multi-divisional new media and technology business, announces that, following the issuance of the Prospectus on 26^th March 2020, and pursuant to the Financing and Settlement Agreement entered into by the Company and European High Growth Opportunities Securitization Fund (the "Investor") (see RNS dated 7^th February 2020), pursuant to which the Company issued bonds ("Convertible Bonds") convertible into ordinary shares of £0.00001 each in the Company ("Ordinary Shares") to the investor, the Company has received a notice of exercise from the Investor in respect of the exercise by the Investor of its conversion rights under the Convertible Bonds issued in respect of the fourth and fifth tranches drawn down under the Financing and Settlement Agreement for the aggregate principal amount of £170,000 resulting in the issue to the Investor of 2,428,571,428 new Ordinary Shares ("Conversion Shares").

The Company has agreed, subject only to Admission (as defined below), to issue the Conversion Shares and application will be made for the Conversion Shares to be listed on the standard segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange plc ("Admission").

 It is expected that Admission will become effective and dealings in the Conversion Shares will commence on or around 2nd September 2020. The Conversion Shares will rank pari passu in all respects with the existing Ordinary Shares in the Company. 

Following Admission of the Conversion Shares, the Company's enlarged issued share capital will comprise 14,089,510,854 Ordinary Shares with voting rights. The Company does not hold any shares in treasury. The figure of 14,089,510,854 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

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**

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: