Mr. Eric Lapointe reports

ICARUS CAPITAL DEBT SETTLEMENT - PRIVATE PLACEMENT

Icarus Capital Corp. has received regulatory approval to complete the debt settlement announced on April 20, 2026, and the private placement announced on Aug. 21, 2026.

Debt settlement

The company has settled with a single arm's-length creditor for $103,930, which will result in the issuance of 415,722 common shares at a deemed value of at 25 cents. The shares will be subject to a hold-period of four months and one day from the date of issuance.

In addition, during the debt settlement process, the subject creditor agreed to forgive $22,500 in debt and a further $22,500 in debt was concurrently forgiven by the chief executive officer, for a net benefit of $45,000 to the company.

Private placement

The company has also closed a non-brokered private placement for gross proceeds of $170,000.

The financing consists of 3.4 million units at a price of five cents per unit. Each unit consists of one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the company at an exercise price of 10 cents for a period of 24 months from the date of issuance. The securities issued will be subject to a hold period of four months and one day from the date of issuance. A fee of $2,250 was paid to Leede Financial Inc.

The proceeds will be used for general working capital.

Insider participation

Insiders of the company subscribed for $10,000 of the offering. This constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 (Related Party Transactions) (by the adoption of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions). This is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since the fair market value of the securities to be issued to insiders, and the consideration paid by such insiders, will not exceed 25 pepr cent of the company's market capitalization.

About Icarus Capital Corp.

Based in Surrey, B.C., Canada, Icarus Capital specializes in live and digital entertainment, primarily focused on stand-up comedy. The company is publicly traded on the TSX Venture Exchange under the ticker symbol ICRS. Its current assets include the Yuk Yuk's Calgary Comedy Club, Yuk Yuk's Surrey Comedy Club, Yuk Yuk's Media and Yuk Yuk's Western Canadian Events.

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