TORONTO, Nov. 26, 2021 /CNW/ - ICPEI Holdings Inc. (the "Company") (TSXV: ICPH) is pleased to announce that it intends to complete a non-brokered private placement financing of up to $850,000 (the "Private Placement"). The Private Placement will consist of the sale of up to 440,415 common shares of the Company ("Shares") at a price of $1.93 per Share.

The proceeds of the Private Placement will be used as reserve for capital injection 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 in the coming year. As a result, additional capital may be required by the insurance regulator.

The Shares issued pursuant to the Private Placement will be subject to a hold period of four (4) months and one day from the date of closing of the Private Placement. In addition, the Private Placement is subject to the approval of the TSX Venture Exchange.

The Private Placement will constitute 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 indicated their intention to subscribe for Shares under the Private Placement. On closing of the Private Placement, it is expected that certain insider will subscribe 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 has been approved by the independent directors 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 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 targets, ongoing objectives, strategies, timelines for completing the Private Placement, amounts to be raised pursuant to the Private Placement 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.

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Neither 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.

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