Stack Capital Group arranges $15-million financing

Executive Summary

• Stack Capital Group Inc. announced a best efforts private placement offering up to $15 million in aggregate gross proceeds.
• The offering is structured in two tranches: 466,666 units at $18.75 per unit (up to $8.75 million) and 333,334 units at the same price (up to $6.25 million).
• Management intends to subscribe for at least $1 million of the units, and the net proceeds will be used for investments in accordance with the company's investment principles and for general corporate and working capital purposes.

Key Details

• Offering Structure: Best efforts private placement with Canaccord Genuity Corp. acting as lead agent and sole bookrunner for a syndicate of agents.
• Unit Price: $18.75 per unit.
• Tranche 1: Up to 466,666 units for gross proceeds of up to $8.75 million.
• Tranche 2: Up to 333,334 units for gross proceeds of up to $6.25 million.
• Total Gross Proceeds: Up to $15,000,000.
• Management Subscription: Management intends to subscribe for at least $1,000,000 of units.
• Warrant Terms: Each unit comprises one common share and one-fourth of one common share purchase warrant.
• Warrant Exercise Price: $23.00 per share.
• Warrant Term: 24 months following the closing date, subject to adjustment.
• Listing: Application submitted to the Toronto Stock Exchange (TSX) for unit shares, warrants, and warrant shares. Listing of warrants is conditional on satisfying TSX distribution requirements.
• Regulatory Exemption: Offered under the Listed Issuer Financing (LIFE) exemption (NI 45-106 Part 5A) to purchasers in all Canadian provinces except Quebec.
• Use of Proceeds: Investments in accordance with company investment principles, general corporate purposes, and working capital.
• Closing Date: Expected on or about March 31, 2026.
• Agent Fees:
  • Cash fee of 5.0% of gross proceeds paid to agents at closing.
  • Corporate finance fee of $100,000 paid to the lead agent at closing.
• President's List: The company may nominate purchasers for up to $2 million under the concurrent private placement; no commission is paid to agents for these purchases.
• Insider Participation: Insiders are expected to participate, constituting a related party transaction under MI 61-101. The company relies on exemptions from formal valuation and minority shareholder approval requirements as the insider subscription will not exceed 25% of market capitalization.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.