ICONIC LABS PLC

                                                                                  COMPANY INFORMATION

DIRECTORS                                                   David Stybr

                                                                       Bradley Taylor

                                                                       Wilhelmus Van Der Meer         

REGISTERED OFFICE                                   27-28 Eastcastle Street

                                                                       London

                                                                       W1W 8DH

BUSINESS ADDRESS                                   Waverley House

                                                                       9 Noel Street

                                                                       London

                                                                       W1F 8GO

REGISTERED NUMBER                                10197256 (England and Wales)

                  INDEPENDENT AUDITOR                           Crowe U.K LLP

                                                                       55 Ludgate Hill

                                                                       London

                                                                       EC4M 7JW

                                                                       11^th Floor, 20 Fenchurch St.

                                                                       London

                                                                       EC3M 3BY

REGISTRAR                                                 Equiniti Charter

                                                                       Elder House St Georges Business Park

                                                                       Brooklands Road Weybridge

                                                                       Surrey

                                                                       KT12 9TS

PUBLIC RELATIONS                                  Citigate Dewe Rogerson

                                                                       8th Floor, Holborn Gate

                                                                       26 Southampton Buildings

                                                                       London

                                                                       WC2A 1AN 

                                                               ICONIC LABS PLC

                                                                                   CHAIRMAN'S STATEMENT

                                                            FOR THE SIX MONTHS ENDED 31 DECEMBER 2020

Having recently taken over as Chief Executive Officer of Iconic Labs plc (together with its subsidiaries, "Iconic Labs" or the "Company"), I am pleased to present the interim accounts for the six months ended 31 December 2020.

It has been a challenging endeavour assembling these accounts given the circumstances surrounding the departures of the previous executives, directors, and most of the personnel coupled with the lack of any formal handover from them. My predecessor Sarah Dees with the assistance of then non-executive director Stephen Birrell did a commendable job beginning the process of determining what had taken place at Iconic Labs during the last six months of 2020. I again thank them for their work and assistance in facilitating my transition and the transition of the new Board of Directors into the Company.

Since my arrival, the new Board of Directors and I, along with significant assistance from our reporting accounting firm and accountants have assembled these interim accounts.

Iconic Labs increased its six-month revenues to £496,052 compared to £107,333 for the twelve-month period ended 30 June 2020, mainly by providing management services to its business partners. Unfortunately, losses also increased to £934,707 in the six-month period ended 31 December 2020 compared to the £848,233 loss recorded for the six-month period ended 31 December 2019. The operating costs substantially outweighed the revenues - mainly due to spending on consulting, legal and professional services - resulting in a loss for the period.

Most of Iconic Labs' receivables stem from its business activity with Greencastle Acquisition Limited, Greencastle Capital, Greencastle MM LLP and/or their affiliated entities (together, the "Greencastle Entities"). Of note, when the previous executives, directors, and most of the personnel left Iconic Labs, they began working for the Greencastle Entities. As such, Iconic Labs is now in the peculiar position where significant revenues were generated through management service fees charged to the Greencastle Entities, those fees are still outstanding to Iconic Labs, but the previous Iconic Labs team under which those fees were generated now work for the Greencastle Entities. The term loan provided to Greencastle MM LLP is also outstanding as of the date of these six-month accounts.

As mentioned in our press releases, Iconic Labs has delivered pre-claim letters alleging a number of serious wrongdoings, including breaches of duty and unlawful means conspiracy, against certain executives, directors, consultants and affiliated entities who were with the Company in 2020, including, so far, the Greencastle Entities, David Sefton, Liam Harrington, John Quinlan and Samuel Regan-Asante. We have engaged legal and forensic experts to conduct a thorough internal investigation and assist us in pursuing these matters, and will ensure the market is apprised of developments along these fronts.

As also mentioned in our prior press release, Greencastle Acquisition Limited has also served a statutory demand on Iconic Labs for an amount of £58,668, which is alleged to be comprised of various sums assigned by the former executive team, consultants and employees of the Company less amounts owed by Greencastle Entities to Iconic, including the £1,000,000 term loan and outstanding management services fees. We are in the process of ascertaining the basis of this claim. While our review is not yet complete, based on information currently available, we have determined that the claim lacks substance and merit. As such, our Board of Directors has decided to disclose this claim by recognizing it as a contingent liability in these accounts.

With all of that in mind, today I would like to draw a hard line between the past and the future of Iconic Labs. I will diligently pursue, to the fullest extent of the law, all claims for alleged wrongdoings done to our Company during the period prior to my arrival. 

                                                               ICONIC LABS PLC

                                                                                   CHAIRMAN'S STATEMENT

                                                            FOR THE SIX MONTHS ENDED 31 DECEMBER 2020

However, our shareholders deserve more than the assurance that the past will be dealt with; they deserve a vision for the future. Towards those ends, beginning today Iconic Labs plans to assemble a new portfolio of cutting-edge media, data, information, internet, security, and technology companies. Active discussions are taking place with several companies and the market will be informed as those discussions advance. 

This vision can only be realized on the foundation of sound financing, which the Company has in place with its 2020 financing facility with European High Growth Opportunities Securitization Fund ("EHGOSF").

During the six-month period ended 31 December 2020, more than £1,700,000 million of convertible loans were converted, and Iconic Labs drew down an additional £1,000,000 in convertible debt from EHGOSF to be able to finance its operations.

Under this 2020 financing facility with EHGOSF, there remained £2,750,000 that could be drawn upon. On 29 April 2021, the Company submitted a drawdown request to EHGOSF of £250,000 under this facility. In turn, EHGOSF agreed to waive the conditions precedent to draw down with respect to such tranche and subscribed for the £250,000 tranche, with any conversions of convertible notes and warrants being subject to the Iconic Labs' existing corporate authorities.    The Company expects to receive the proceeds from such tranche in the amount of £250,000 within the coming days.

Following this subscription by EHGOSF of £250,000, there remains £2,500,000 for Iconic Labs to draw upon (noting the conversion of any notes and warrants issued in future drawdowns will be subject to Iconic Labs' then existing corporate authorities). EHGOSF has reiterated that it will support the Company in the next phase of its restructuring and vision for the future, including by continuing the financing under the existing 2020 financing facility.

As previously disclosed, Iconic Labs is also in discussions with EHGOSF with respect to a new financing facility in the amount of £50,000,000, which EHGOSF has committed to consider. Iconic Labs is grateful for the support of EHGOSF and the willingness it has shown to support the Company in this new phase of the Company's business. I look forward to updating shareholders on developments when they occur.

In closing, I hope that all of you and your families are staying safe and healthy during this pandemic. My thoughts go out to all of those who are suffering hardship or have lost family members and loved ones. Like everyone, I am hopeful that things will improve in 2021.     

                  Going Concern Assessment

The Board of Directors has carefully considered the financial position of Iconic Labs regarding the events during the six months ended 31 December 2020, with particular focus on the change in management and leadership as well as the economic and social effects of the current Covid-19 pandemic. We have concluded that as a result of the £2,500,000 facility remaining in place with EHGOSF as well as substantial discussions with EHGOSF to secure an additional long-term financing facility, Iconic Labs remains a going concern.

ICONIC LABS PLC

                                                                                RESPONSIBILITY STATEMENT

                                                            FOR THE SIX MONTHS ENDED 31 DECEMBER 2020

The directors confirm to the best of our knowledge:

•              the interim financial statements have been prepared in accordance with IAS 34, as adopted by the European Union;

•              the Chairman's statement and interim financial statements include a fair review of the information required by the Financial Statements Disclosure and Transparency Rules (DTR) 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and a description of the principal risks and uncertainties for the remaining six months of the year; and

•              the Chairman's statement includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period and also any changes in the related party transactions described in the last annual report that could do so.

At the date of this statement, the Directors are those listed on the company information page of these interim financial statements.

                                                               ICONIC LABS PLC

                                                    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                 FOR THE SIX MONTHS ENDED 31 DECEMBER 2020 (unaudited)