Stack Capital closes financings totalling $35-million

Mr. Brian Viveiros reports STACK CAPITAL GROUP INC. CLOSES BEST EFFORTS FINANCING AND CONCURRENT NON-BROKERED PRIVATE PLACEMENT FOR TOTAL GROSS PROCEEDS OF $35,000,000 Stack Capital Group Inc. has closed its previously announced best effort private placement (the listed issuer financing exemption offering) and concurrent non-brokered private placement for total gross proceeds to the company of $35-million. The LIFE offering was co-led by Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets and TD Securities Inc., for and on behalf of a syndicate of agents including Scotia Capital Inc., Wellington-Altus Private Wealth Inc., National Bank Financial Inc. and iA Private Wealth Inc. Pursuant to the LIFE offering, the company issued 1,454,545 units at a price of $13.75 per unit for gross proceeds of $20-million. Pursuant to the concurrent private placement, the company issued 1,090,909 units at the offering price for gross proceeds of $15-million. In addition, the company obtained approval from the Toronto Stock Exchange for the listing of the unit shares, warrants and warrant shares (each as defined below) under the offering subject to final approval of the Toronto Stock Exchange. Each unit consisted of one common share and one-quarter of one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one common share for a period of 24 months following the date hereof at an exercise price of $17 per warrant share, subject to adjustment in certain events. The LIFE offering was made to purchasers resident in certain provinces of Canada pursuant to the listed issuer financing exemption from the prospectus requirement under Part 5A of National Instrument 45-106 (Prospectus Exemptions) and co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) of the Canadian Securities Administrators. Upon closing of the offering, the unit shares and warrants offered under the LIFE are immediately freely tradable under applicable Canadian securities legislation. Further, as units issued under the concurrent private placement were issued in accordance with applicable securities laws pursuant to available exemptions from the prospectus requirements not requiring a hold period, including units issued to investors outside of Canada pursuant to Ontario Securities Commission Rule 72-503 (Distributions Outside Canada), the unit shares and warrants offered under the concurrent private placement are also immediately freely tradable under applicable Canadian securities legislation. The net proceeds of the offering will be used for investments in accordance with the company's investment principles and general corporate and working capital purposes. At the closing of the offering, the company paid to the agents a cash fee equal to 5.0 per cent of the gross proceeds raised in connection with the offering. Certain insiders of the company purchased an aggregate of 9,162 units under the offering, which constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). However, the company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders exceeded 25 per cent of the company's market capitalization as at the date of the announcement of the offering. About Stack Capital Group Inc. The company is an investment holding company, and its business objective is to invest in equity, debt and/or other securities of growth- to late-stage private businesses. Through the company, shareholders have the opportunity to gain exposure to the diversified private investment portfolio, participate in the private market and have liquidity due to the listing of the common shares on the Toronto Stock Exchange. At the same time, the public structure also allows the company to focus its efforts on maximizing long-term performance through a portfolio of high-growth businesses, which are not widely available to most Canadian investors. SC Partners Ltd. has taken the initiative in creating the company, acts as the company's administrator, and is responsible to source and advise with respect to all investments for the company. We seek Safe Harbor.