11 March 2024

Iconic Labs PLC

("Iconic" or the "Company")

Heads of Terms Signed

On 29 February 2024, the Company announced that trading in its shares on the London Stock Exchange had been suspended by the FCA and confirmed that the Company was in discussions regarding a potential acquisition.

The Board of Iconic is pleased to confirm that it has now entered into non-binding heads of terms with the owners of ITS Holdings 2023 Ltd (the "Target"), the holder of the entire issued share capital of In the Style Fashion Ltd, an online fashion retailer, in connection with the potential purchase of the entire issued share capital of the Target. The proposed transaction is, inter alia, conditional on the completion of legal and financial due diligence on the Target.

If completed, the transaction would constitute a reverse takeover under the Listing Rules. As the Company is currently unable to provide full disclosure under Listing Rule 5.6 in relation to the Target, suspension of trading will continue until such time as a prospectus is published in relation to the proposed acquisition or the Company announces that the discussions have been terminated.

No binding agreement has been reached and, accordingly, the Directors of Iconic cannot guarantee that the proposed transaction will complete or provide any indication of a likely completion date.

Brad Taylor, Chief Executive Officer of Iconic, commented:

"We are delighted to have entered into a heads of terms to acquire ITS Holdings 2023 Ltd. This transaction has been one of multiple opportunities carefully considered by the Board of Iconic and we believe this proposed acquisition meets our objectives and wider strategy of fostering long-term growth and value for our shareholders."

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).   

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