An anonymous director reports

ICARUS ANNOUNCES COMPLETION OF PRIVATE PLACEMENT

Icarus Capital Corp. has received final approval from the TSX Venture Exchange and a partial revocation of its existing cease trade order (CTO) from the British Columbia Securities Commission. This approval enables the company to close the non-brokered private placement of 2.01 million units at a price of 10 cents per unit for aggregate gross proceeds of $201,000. The private placement has now closed.

Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of 10 cents for a period of three years from the date of issuance. The securities issued are subject to a hold period of four months and one day from closing -- subsequent trades remain subject to the CTO.

Following the unexpected passing of Icarus Capital's chief financial officer, Garry Yuill, in late March, the company was unable to file its annual audited financial statements, management discussion and analysis, and related certifications for the year ended Dec. 31, 2024. As a result, the BCSC issued the CTO on May 6, 2025. The partial revocation now allows the company to complete this private placement while it works to bring its continuous disclosure obligations up to date.

Related party transaction disclosure

The participation by certain parties, each of which is a related party of the company under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, constitutes related party transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the shares issued to, nor the consideration paid by, such related parties exceeds 25 per cent of the company's market capitalization.

Proceeds from the private placement will be used to address short-term liabilities and support the company's planned growth initiatives.

About Icarus Capital Corp.

Icarus Capital operates Yuk Yuk's comedy clubs in Calgary, Alta., and Surrey, B.C., hosts comedy events in theatres and other venues across British Columbia and Alberta, and operates a media subsidiary, Yuk Yuk's Media.

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