Issue of Equity in respect of Warrants and Notes

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

Issue of Equity in respect of Warrants and Notes

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 March 2020, and pursuant to the Deed of Issuance and Subscription dated 5 August 2019 in respect of which non-convertible notes (the "Notes") together with share subscription warrants (the "Warrants"), which were automatically attached to the Notes, were issued by the Company to European High Growth Opportunities Securitization Fund (the "Investor"), and for which the Company has received a notice of exercise of the principal amount of £210,000 of Warrants from the Investor resulting in the issue to the Investor of 2,100,000,000 new ordinary shares in the Company ("Warrant Shares"). Shareholders should note that due to the concurrent redemption of the equivalent amount of Notes having an effect similar to set-off, no net cash proceeds have been received by the Company as a result of the exercise of the Warrants, but the aggregate amount due to the Investor has been reduced.

Furthermore, the Company also announces that, pursuant to the Financing and Settlement Agreement entered into by the Company and 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 seventh and eighth tranches drawn down under the Financing and Settlement Agreement for the aggregate principal amount of £140,000 resulting in the issue to the Investor of 1'999'999'999 new Ordinary Shares ("Conversion Shares").

It should be noted that this is a conversion of Convertible Bonds already issued pursuant to previous draw downs made by the Company under the Financing and Settlement Agreement and is not a request from the Company to draw down anything further under that facility.

The Company has agreed, subject only to Admission (as defined below), to issue the Warrant Shares and the Conversion Shares and application will be made for the Warrant Shares and 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 Warrant Shares and the Conversion Shares will commence on or around 16th October 2020. The Warrant Shares and Conversion Shares will rank pari passu in all respects with the existing Ordinary Shares in the Company. 

Following Admission of the Warrant Shares and the Conversion Shares, the Company's enlarged issued share capital will comprise 31,173,637,836 Ordinary Shares with voting rights. The Company does not hold any shares in treasury. The figure of 31,173,637,836 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: