Mr. Brian Viveiros reports

STACK CAPITAL GROUP INC. CLOSES UPSIZED BEST EFFORTS CONCURRENT PRIVATE PLACEMENT FOR $31.25 MILLION; AGGREGATE GROSS PROCEEDS OF $40.0 MILLION

Stack Capital Group Inc. has closed its previously announced best efforts brokered concurrent private placement for total gross proceeds to the company of $31,250,025 pursuant to the terms of an amended and restated agency agreement whereunder the private placement was increased from $21.25-million plus a 20-per-cent agents' (as defined below) option to $26,041,687 plus the agents' option that was exercised in full pursuant to the amended agency agreement.

The private placement was led by Canaccord Genuity Corp., as lead agent and sole bookrunner, together with a syndicate of agents including Raymond James Ltd., TD Securities Inc. and RBC Capital Markets, as co-lead managers, and Wellington-Altus private Wealth Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and Ventum Capital Markets. Under the private placement, the company issued 1,666,668 units at a price of $18.75 per unit for gross proceeds of $31,250,025. Combined with the closing of the company's best efforts brokered private placement of units at the offering price on March 31, 2026, the company issued an aggregate of 2,133,334 units at the offering price for gross proceeds of $40-million.

Members of company management subscribed for approximately $1-million of units under the private placement.

In addition, the company obtained conditional approval from the Toronto Stock Exchange for the listing of the unit shares, warrants not subject to a statutory hold period under Canadian securities laws and the warrant shares (each as defined below) under the private placement, subject to final approval of the Toronto Stock Exchange. The warrants not subject to a statutory hold period under Canadian securities laws will be listed under the symbol STCK.WT.C. The company has applied to the TSX to list the warrants subject to a statutory hold period expiring four months and one day following the date of distribution to list once the hold period has expired. Such listing will be subject to TSX approval.

Each unit consisted of one common share and one-quarter of one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one common share for a period of 24 months following the closing date of the LIFE offering at an exercise price of $23.00 per warrant share, subject to adjustment in certain events.

The private placement was made to purchasers resident in: (i) certain provinces of Canada, by way of available prospectus exemptions in accordance with applicable Canadian securities laws; and (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements of applicable United States securities laws.

All unit shares and warrants comprising the units, including the underlying warrant shares, issued to Canadian investors are subject to a statutory hold period expiring four months and one day following the date of distribution. All unit shares and warrants comprising the units, including the underlying warrant shares issued to United States investors pursuant to Ontario Securities Commission Rule 72-503 -- Distributions Outside Canada are not subject to a statutory hold period under Canadian securities laws and are immediately freely tradeable under applicable Canadian securities legislation.

The net proceeds of the private placement will be used for investments in accordance with the company's investment principles and general corporate and working capital purposes.

At the closing of the private placement, the company paid to the agents a cash fee equal to 5.0 per cent of the gross proceeds raised in connection with the private placement, excluding president's list investors, for which no commission was paid to the agents.

Certain insiders of the company purchased an aggregate of 53,300 units under the private placement, which constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. However, the company relied 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, exceeded 25 per cent of the company's market capitalization as at the date of the announcement of the private placement.

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 a diversified private investment portfolio; participate in the private market; and have liquidity due to the listing of the common shares on the Toronto Stock Exchange. 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. 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.