Stack Capital arranges $25-million in financings

Executive Summary

• Stack Capital Group Inc. announced a best-efforts private placement and a concurrent non-brokered private placement for aggregate gross proceeds of up to $25 million.
• The offering consists of two tranches: a best-efforts tranche of up to $10 million led by a syndicate of agents (Canaccord Genuity, Raymond James, RBC Capital Markets, and TD Securities), and a concurrent non-brokered private placement of up to $15 million to identified investors.
• Each unit comprises one common share and one-quarter of a common share purchase warrant, exercisable at $17 per share for 24 months. Net proceeds are designated for investments in accordance with the company's investment principles and general corporate/working capital purposes.

Key Details

• Total Gross Proceeds: Up to $25,000,000.
• Best-Efforts Tranche:
  • Amount: Up to $10,000,000.
  • Units: Up to 727,272 units.
  • Price: $13.75 per unit.
  • Agents/Bookrunners: Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets, and TD Securities Inc.
• Concurrent Non-Brokered Private Placement:
  • Amount: Up to $15,000,000.
  • Units: Up to 1,090,909 units.
  • Price: $13.75 per unit.
  • Investors: Certain investors identified to the joint bookrunners.
• Unit Composition: Each unit consists of one common share and one-quarter (0.25) of one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $17.00 per share.
  • Term: 24 months following the closing date.
  • Adjustments: Subject to adjustment in certain events.
• Regulatory Framework:
  • Offered under the Listed Issuer Financing Exemption (LIFE) pursuant to National Instrument 45-106 and Coordinated Blanket Order 45-935.
  • Available to purchasers resident in all Canadian provinces except Quebec.
  • Units and warrants are not subject to resale restrictions under applicable Canadian securities laws.
  • Agents may offer units to investors in the US and other jurisdictions via private placement exemptions.
• Use of Proceeds: Investments in accordance with the company's investment principles and general corporate and working capital purposes.
• Closing Date: Expected on or about August 8, 2025, subject to conditions including Toronto Stock Exchange approval.
• Agent Fees: A cash fee of 5.0% of gross proceeds raised will be paid to the agents at closing.
• Insider Participation: Insiders are anticipated to participate; this constitutes a related party transaction under MI 61-101, though exemptions from formal valuation and minority shareholder approval are expected to be relied upon.