THIS
NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES


 


ICOX
INNOVATIONS INC.


 


OTC:
ICOX


 


NEWS
RELEASE


 


ICOX
INNOVATIONS ANNOUNCES AMENDMENT TO BUSINESS SERVICES AGREEMENT WITH WENN DIGITAL INC. AND CLOSING OF PRIVATE PLACEMENT


 


Los
Angeles, CA, March 20, 2018 – ICOX Innovations Inc. (OTC: ICOX) (the “Company”) announces that on March 19,
2018, the Company entered into the amendment no. 1, dated as of March 15, 2018, to the business services agreement, effective
as of December 29, 2017, with WENN Digital Inc. (“WENN”), pursuant to which the Company changed the scope of services
to provide WENN with the services in connection with WENN’s development of an image rights management and protection platform
(the “Platform”) using blockchain technology, including (i) the business development and technical services, (ii)
the business launch services and (iii) the post-business launch support services.


 


The
total fees for the services provided in connection with the development and launch of the Platform (the business development and
technical services and business launch services) are deemed earned on the date of execution of the business services agreement,
but the Company has waived WENN’s requirement to pay US$250,000 fixed fee in connection with the business development and
technical services and WENN has previously paid the Company US$500,000 fixed fee in connection with the business launch services.


 


The
fees for the post-business launch support services (the “Monthly Services”) are US$35,000 per month and they will
be due at the beginning of each month in which the Monthly Services are performed.


 


In
addition, the work fees in the amount of US$4,175,000 are deemed earned on March 15, 2018 and will be subject to a Renegotiation
Obligation (as defined below). The additional fee of rights to receive an aggregate of 20,000,000 Platform tokens or coins (the
“Tokens”) pursuant to a Simple Agreement for Future Tokens are also deemed earned on the date of execution of the
business services agreement and will be subject to a Renegotiation Obligation. If WENN does not raise more than US$40 million
in connection with its offer and sale for cash of (i) one or more Simple Agreements for Future Tokens (“SAFTs”), which
SAFTs will entitle the holders thereof to receive Tokens under certain circumstances, and/or, (ii) Tokens, in the event that WENN
determines to offer and sell Tokens in lieu of or in addition to SAFTs in connection with its fundraising efforts (collectively,
the “WENN Offering”), prior to May 31, 2018, the Company will be required to return the work fees and additional fees
to WENN and WENN and the Company will be required to negotiate in good faith the amount of each of such fee (such requirement
to negotiate is referred to herein as the “Renegotiation Obligation”).


 


The
Company agreed that WENN will not be responsible for any out-of-pocket expenses incurred by the Company in connection with its
performance of the services. In addition, the Company agreed to pay, and otherwise be financially responsible for (including through
the reimbursement of disbursements made by WENN and its affiliates), (i) all legal costs and expenses incurred by WENN, the Company
and any of their affiliates in connection with the WENN Offering; (ii) all business and travel expenses incurred by WENN, the
Company and any of their affiliates in connection the WENN Offering; and (iii) all fees and expenses incurred by WENN in connection
with its conversion of cryptocurrencies into US dollars in connection with the WENN Offering, including bank, exchange and other
similar fees and expenses. WENN will have the right to deduct any such amounts from the fees otherwise payable by it to the Company
and apply such deducted amounts to the payments to the Company.


 




    	 	 	 



    	 	- 2 -	 



    

 


The
business services agreement will continue for a period of one year unless earlier terminated by either the Company or WENN. With
respect to the Monthly Services, the Company agreed to provide the Monthly Services for one year commencing on the date of the
Platform Launch (as defined below), after which the business services agreement and the provision of the Monthly Services will
automatically renew for a one year period and can be terminated by either the Company or WENN with 30 days’ written notice.
“Platform Launch” means the publicized product launch of the Platform to the general public, including the ability
of the general public to use Tokens as the primary means of exchange for transactions on the Platform.


 


Either
the Company or WENN may terminate the business services agreement upon the provision of 30 days’ written notice to the other
party. If the Company provides such notice, WENN may immediately terminate the business services agreement and the Company will
be entitled to no further compensation except for any fees earned prior to the date of the termination. If WENN provides such
notice, the Company may immediately terminate the business services agreement and will be entitled to no further compensation,
except for the following lump sum payments: (i) any fees earned to the effective date of termination; and (ii) a lump sum payment
of US$105,000.


 


The
Company’s chairman and director, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts
Group Inc. which owns 10% of the common stock of WENN and he is also a director, officer and indirect shareholder of Blockchain
Merchant Group, Inc. which owns 2.5% of the common stock of WENN and the Company owns 7.5% of the common stock of WENN. Mr. Chell
is also a director of WENN.


 


The
Company also announces that it has completed a private placement of an aggregate of 3,217,300 subscription receipts (each, a “Subscription
Receipt”) at a price of US$0.60 per Subscription Receipt for aggregate gross proceeds of US$1,930,380. In the event of the
occurrence of the escrow release condition (as defined below), each Subscription Receipt will automatically convert into one share
of common stock of the Company (each, a “Share”), for no additional consideration. The subscription amounts will be
held by an escrow agent until the escrow release condition. The escrow release condition is the receipt by the Company of conditional
approval for the listing of the Company’s Shares on a Canadian stock exchange. In the event that the escrow release condition
is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, the Company will deliver a notice to the escrow agent confirming
the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter,
release the subscription amounts to the Company and each subscription receipt will automatically convert into one Share without
payment of any additional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May
31, 2018 or if the Company delivers a written default notice to the escrow agent that the escrow release condition will not be
satisfied by that time, the Subscription Receipts will expire and be of no further force and effect, effective as of the earlier
of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers
will be entitled to receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less
applicable expenses. In connection with the closing of the private placement, the Company agreed to issue 160,865 shares of its
common stock at a deemed price of US$0.60 per share as the finder’s fee, which will be issued only if the subscription receipts
are converted into shares of its common stock.


 




    	 	 	 



    	 	- 3 -	 



    

 


In
connection with this private placement, the Company agreed with each subscriber who purchased these Subscription Receipts to prepare
and file a registration statement with respect to 50% of the Shares issuable upon conversion of the Subscription Receipts with
the United States Securities and Exchange Commission within 90 days following the closing of the private placement and agreed
to use commercially reasonable efforts to have the registration statement declared effective by the United States Securities and
Exchange Commission as soon as possible after filing.


 


None
of the securities issued in the private placement have been registered under the United States Securities Act of 1933, as amended
(the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation
of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be
unlawful.


 


On
behalf of the Board of Directors of the Company.


 


ICOX
INNOVATIONS INC.


 


“Bruce
Elliott”

Bruce Elliott

President


 


For
further information, please contact:


 


Michael
Blum

424.570.9446