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IC Group Holdings Inc. (TSXV:ICGH) has revealed a strategic partnership with Bullet Messaging Inc., a Nova Scotia-based tech firm specializing in secure digital messaging solutions. This collaboration includes a software-as-a-service (SaaS) agreement granting IC Group exclusive Canadian licensing rights to Bullet's messaging technology, alongside a $500,000 convertible note facility aimed at advancing platform development. The alliance marks a major enhancement of IC Group's communication capabilities, positioning the company to improve customer engagement across multiple messaging channels.
Key Highlights
- IC Group Holdings Inc. (TSXV:ICGH) finalized a definitive SaaS agreement with Bullet Messaging Inc., a privately held Nova Scotia technology company established in July 2025.
- The SaaS agreement grants IC Group exclusive Canadian rights to Bullet's message routing platform, supporting SMS, MMS, RCS, Toll Free, WhatsApp, and Apple Business messaging.
- IC Group committed up to $500,000 via a Convertible Note facility signed on July 1, 2026, to be disbursed over 12 months to support Bullet’s platform development.
- The convertible note allows conversion into 15% equity of Bullet at a $3.3 million implied post-money valuation, with conversion rights valid until December 31, 2027.
- The SaaS agreement has a five-year term with automatic one-year renewals, effective October 1, 2025.
Exclusive Canadian Licensing and SaaS Agreement Terms
Through a definitive SaaS agreement effective October 1, 2025, IC Group secured exclusive Canadian licensing rights to Bullet Messaging’s cloud-based communications platform. This platform enables organizations to deliver authenticated, real-time communications across multiple channels including SMS, MMS, RCS, Toll Free, WhatsApp, and Apple Business messaging.
The agreement operates on a subscription-based commercial model with an initial five-year term followed by automatic one-year renewals, subject to standard termination clauses. This long-term arrangement ensures IC Group extended access to Bullet’s technology as it expands its mobile communications offerings.
Bullet Messaging Platform Overview and Market Position
Founded in July 2025, Bullet Messaging Inc. is a privately held Nova Scotia technology company focused on delivering authenticated, real-time communications through a cloud-based platform. The platform supports a broad range of messaging channels, including SMS, MMS, RCS, Toll Free, WhatsApp, and Apple Business messaging, enhancing customer engagement and enterprise integration.
This multi-channel capability aligns with IC Group’s strategy to broaden its consumer engagement services and technology portfolio.
Convertible Note Investment and Valuation Details
IC Group’s $500,000 Convertible Note facility, signed July 1, 2026, will be advanced over 12 months to support Bullet Messaging’s ongoing platform development. This investment aims to enhance Bullet’s technology, integrating it with IC Group’s business operations.
The note is convertible into 15% equity of Bullet at a post-money valuation of $3.3 million, based on standard valuation metrics including projected revenue, cost savings, and the value of exclusive Canadian rights. IC Group also holds anti-dilution and pre-emptive participation rights to maintain its equity stake in future financings.
Interest and Repayment Terms if Conversion Is Not Exercised
If IC Group does not convert the note by December 31, 2027, the principal will accrue interest at 12% per annum and become repayable over 24 monthly installments within two years. This structure offers both equity upside and defined debt repayment options.
The conversion deadline provides IC Group approximately 18 months from funding commencement to assess Bullet’s performance and strategic fit.
Related Party Considerations and Governance
Bullet Messaging is a related party to IC Group, as Chris McGarrigle serves as CEO of Bullet Messaging and Senior Vice President of IC Group. The board of directors approved the SaaS agreement and Convertible Note after thorough review, with Mr. McGarrigle not serving as an IC Group director to mitigate conflicts of interest.
Given the scale of the engagement relative to IC Group’s overall operations, the board determined an independent valuation was unnecessary, viewing the financial commitment as proportionate.
Strategic Importance and Executive Statements
Duncan McCready, CEO of IC Group, described the partnership as "an important step in the continued evolution of our communications platform," emphasizing the combination of Bullet’s technology, exclusive Canadian rights, and the long-term agreement as a foundation for enhanced capabilities, innovation, and growth.
Chris McGarrigle, CEO of Bullet Messaging and Senior VP of IC Group, highlighted the expanded relationship as an opportunity to advance technology development and provide customers with evolving communication solutions.
IC Group’s Business Model and Market Strategy
IC Group is a consumer engagement company serving global brands and professional sports teams through live events, digital ecosystems, and mobile channels. Operating at the intersection of marketing, technology, and commerce, IC Group focuses on simplifying modern consumer engagement worldwide.
The partnership with Bullet Messaging supports IC Group’s ongoing investments in technology, automation, and scalable infrastructure, enhancing communication platform capabilities and broadening messaging channel offerings to strengthen competitive positioning.
Forward-Looking Statements and Risk Factors
The announcement contains forward-looking statements about anticipated benefits from the Bullet Messaging partnership, including technology development and commercial opportunities. IC Group cautions that actual results may differ materially due to risks and uncertainties, and it does not undertake obligations to update these statements except as required by law.
Regulatory Notes and Exchange Disclaimer
The TSX Venture Exchange and its Regulation Services Provider do not assume responsibility for the accuracy or adequacy of this release. No additional shareholder or regulatory approvals beyond standard corporate governance were required for this transaction.
