Stack Capital arranges $25-million in financings

Mr. Brian Viveiros reports STACK CAPITAL GROUP INC. ANNOUNCES BEST EFFORTS FINANCING AND CONCURRENT PRIVATE PLACEMENT FOR UP TO $25,000,000 Stack Capital Group Inc. has provided the terms of a best-effort private placement and concurrent non-brokered private placement for aggregate gross proceeds to the company of up to $25-million. In connection with the offering, the company announces that it has entered into an 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, in connection with a best-effort private placement of up to 727,272 units of the company at a price of $13.75 per unit for gross proceeds of up to $10-million. In addition, the company also announces the terms of 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. Each unit will comprise 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. The LIFE (listed issuer financing exemption) 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 Coordinated 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 listed issuer financing exemption, the unit shares and warrants offered under the listed issuer financing exemption 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. There is an offering document related to this LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this 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, including units issued to investors outside of Canada pursuant to Ontario Securities Commission Rule 72-503, Distributions Outside Canada, which will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The closing of the LIFE offering is not conditional on the closing of the concurrent private placement. 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 neither the fair market value of the units subscribed for by the insiders nor the consideration for the units paid by such insiders would 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 and 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.