Stack Capital doubles LIFE offering to $20-million

Mr. Brian Viveiros reports STACK CAPITAL GROUP INC. ANNOUNCES UPSIZE TO ITS PREVIOUSLY ANNOUNCED BEST EFFORTS PRIVATE PLACEMENT NOW COMBINED WITH THE NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $35,000,000 Stack Capital Group Inc., as a result of strong investor demand, has doubled the size of its previously announced best effort private placement to up to 1,454,545 units of the company and up to $20-million in gross proceeds. After giving effect to the upsize of the LIFE offering, the company expects to raise up to $35-million in total gross proceeds under the combined LIFE offering and concurrent private placement (as defined herein). Each unit will be issued at a price of $13.75 per unit and will be composed of one common share and one-quarter of one common share purchase warrant of the company. Each warrant shall be exercisable by the holder thereof to acquire one common share for a period of 24 months following the closing date (as hereinafter defined) at an exercise price of $17 per warrant share, subject to adjustment in certain events. In connection with the upsize of the LIFE offering, the company has entered into an amended agreement with Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets and TD Securities Inc. to act as co-lead agents and joint bookrunners for and on behalf of a syndicate of agents. As previously announced, the company also intends to complete a concurrent non-brokered private placement of up to 1,090,909 units at the offering price to certain investors that have been identified to the joint bookrunners for gross proceeds of up to $15-million or such higher number as determined by the company in its discretion. The terms of the concurrent private placement remain the same, and the closing of the LIFE offering is not conditional upon the closing of the concurrent private placement. In addition, the company has applied to the Toronto Stock Exchange for the listing of the unit shares, warrants and warrant shares under the offering. The LIFE offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption from the prospectus requirement available 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. Subject to compliance with the terms of the LIFE, the unit shares and warrants offered under the LIFE will not be subject to resale restrictions pursuant to applicable Canadian securities laws. In addition, the agents may offer the units for sale on a private placement basis pursuant to available exemptions from the registration or prospectus requirements to investors resident in the United States and certain other jurisdictions outside of Canada and the United States, in each case, as agreed to by the company and the joint bookrunners provided it is understood that the company will not be required to register or make any filings (other than reports on sales of securities in the United States and Canada) in such jurisdictions. In connection with the upsize of the LIFE offering, there is an amended and restated offering document related to this LIFE offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this amended and restated offering document before making an investment decision. All units issued under the concurrent private placement will be issued in accordance with applicable securities laws pursuant to available exemptions from the prospectus requirements. It is anticipated that all units issued to investors outside of Canada under the concurrent private placement will be issued pursuant to Ontario Securities Commission Rule 72-503 (Distributions Outside Canada) and will therefore not be subject to resale restrictions pursuant to applicable Canadian securities laws. 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. The offering is expected to close on or about Aug. 8, 2025, or such other date or dates as may be agreed to by the company and the joint bookrunners, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. At the closing of the offering, the company will pay to the agents a cash fee equal to 5.0 per cent of the gross proceeds raised in connection with the offering. The company anticipates certain insiders of the company will participate in the offering. Any participation in the offering by insiders constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). However, the company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders is expected to exceed 25 per cent of the company's market capitalization as at the date of this news release. 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 TSX. 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.