ICPEI Holdings announces closing private placements and grant of restricted share units

TORONTO, Jan. 4, 2022 /CNW/ - ICPEI Holdings Inc. (the "Company") (TSXV: ICPH) is pleased to announce, further to the Company's news release dated November 26, 2021, that it has closed its non-brokered private placement (the "Private Placement") for gross proceeds of $850,000 raised through the sale of 440,415 common shares of the Company ("Shares") at a price of $1.93 per Share.

Proceeds from the financing will allow the Company to inject capital into its subsidiary The Insurance Company of Prince Edward Island ("ICPEI"). ICPEI is going through rapid growth, which it aims to continue while increasing its commercial underwriting capacity. Consequently, additional capital may be required by the insurance regulator. The Shares issued pursuant to the Private Placement are subject to a four-month-and-one-day hold period ending on May 5, 2022. The Private Placement has received conditional approval from the TSX Venture Exchange and is subject to final approval by the TSX Venture Exchange.

The Private Placement is a "related party transaction" as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), given that certain insider of the Company has subscribed for an aggregate of $100,000 of Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair market value of the participation in the Private Placement by certain insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Private Placement was approved by the independent directors of the Company.

The Company also announces that its Board of Directors has approved the grant of an aggregate of 177,000 restricted share units ("RSUs") to its CEO, as his employment contract was renewed effective January 1, 2022. Each RSU is exercisable into one common share of the Company upon vesting. The RSUs will vest upon a change in control of either ICPEI Holdings or The Insurance Company of Prince Edward Island (ICPEI), the wholly owned subsidiary of the Company.

About ICPEI Holdings Inc.

The Company, founded in 1998, operates in the Canadian property and casualty insurance industry through its wholly owned subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides commercial and personal lines of insurance products exclusively through the broker channel. The Company trades on the TSX Venture Exchange under the symbol ICPH.

Forward-looking Information

This news release contains forward-looking information based on current expectations. This information includes, but is not limited to, statements about the operations, business, financial condition, priorities, targets, ongoing objectives, strategies, litigation outcomes and outlook of the Company. These statements, which appear in this press release generally, can be identified by the use of forward-looking words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "plan," "would," "should," "could," "trend," "predict," "likely," "potential" or "continue," or the negative thereof and similar variations.

This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a projection as reflected in the forward-looking information. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific. A variety of material factors, many of which are beyond the Company's control, affect the operations, performance and results of its business and could cause actual results to differ materially from the expectations expressed in any of this forward-looking information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ICPEI Holdings Inc.

For further information, please visit www.icpeiholdings.ca or contact Investor Relations at 905-602-2150 or visit [email protected].