Stack Capital doubles LIFE offering to $20-million

Executive Summary

• Stack Capital Group Inc. has upsize its previously announced Best Efforts Private Placement (LIFE offering) due to strong investor demand, doubling the size to up to 1,454,545 units.
• The LIFE offering is now combined with a concurrent non-brokered private placement, resulting in total gross proceeds of up to $35,000,000.
• The offering consists of units priced at $13.75 each, composed of one common share and one-quarter of a common share purchase warrant, with closing expected on or about August 8, 2025.

Key Details

• Total Gross Proceeds: Up to $35,000,000 combined from the LIFE offering and the concurrent non-brokered private placement.
• LIFE Offering Size: Upsized to up to 1,454,545 units, representing up to $20,000,000 in gross proceeds.
• Concurrent Non-Brokered Private Placement: Up to 1,090,909 units at the offering price, representing up to $15,000,000 in gross proceeds.
• Unit Structure: Each unit consists of one common share and one-quarter (1/4) of one common share purchase warrant.
• Unit Price: $13.75 per unit.
• Warrant Terms: Each warrant is exercisable to acquire one common share at an exercise price of $17.00 per share. Warrants are exercisable for a period of 24 months following the closing date, subject to adjustment.
• Agents/Underwriters: Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets, and TD Securities Inc. act as co-lead agents and joint bookrunners for a syndicate of agents.
• Agent Fees: A cash fee equal to 5.0% of the gross proceeds raised will be paid to the agents at closing.
• Use of Proceeds: Investments in accordance with the company's investment principles and for general corporate and working capital purposes.
• Listing: Application submitted to the Toronto Stock Exchange (TSX) for listing of unit shares, warrants, and warrant shares.
• Closing Date: Expected on or about August 8, 2025, subject to conditions including TSX approval.
• Regulatory Exemptions:
  • LIFE offering made to purchasers in all Canadian provinces except Quebec under the Listed Issuer Financing (LIFE) exemption (NI 45-106 Part 5A).
  • Units and warrants under the LIFE offering are not subject to resale restrictions under Canadian securities laws.
  • Concurrent private placement units issued outside Canada are expected to be issued pursuant to OSC Rule 72-503 and are not subject to resale restrictions.
• Insider Participation: Insiders are anticipated to participate in the offering. This constitutes a related-party transaction under MI 61-101, but the company expects to rely on exemptions from formal valuation and minority shareholder approval requirements as the insider subscription is not expected to exceed 25% of the company's market capitalization.