PRESS RELEASE

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES


TORONTO, CANADA, November 22, 2024 – Stack Capital Group Inc. (“Stack Capital”) (TSX: STCK) is pleased to announce that it has closed the second and final tranche of its previously announced private placement (the “Offering”) of up to 1,515,908 units (the “Units”) of Stack Capital (including pursuant to the exercise in full of the agents option) for aggregate gross proceeds of up to $16.675 million, priced at $11.00 per Unit. The second tranche of the Offering consisted of the sale of 78,069 Units for gross proceeds of $858,759 and brought total gross proceeds of the Offering to $16.675 million. The Offering was conducted on a best efforts basis by a syndicate of agents (the “Agents”) bookrun by Raymond James Ltd., Canaccord Genuity Corp., RBC Capital Markets and TD Securities Inc., and includes Scotia Capital Inc., Wellington-Altus Financial Inc. and National Bank Financial Inc., pursuant to the terms and conditions of an agency agreement between Stack Capital, SC Partners Ltd. (the manager of Stack Capital) and the Agents.

Each Unit is comprised of one common share (a “Common Share”) and one-half of one common share purchase warrant of Stack Capital (each whole common share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one common share of Stack Capital (a “Warrant Share”) at any time prior to 4:00 p.m. (Toronto, Ontario time) on October 30, 2027 at an exercise price of $11.00 per Warrant Share, subject to adjustment in certain events. The Warrants are being issued pursuant to a warrant indenture entered into between Stack Capital and Computershare Trust Company of Canada, as warrant agent (the “Warrant Indenture”).  A copy of the Warrant Indenture can be found on Stack Capital’s profile on www.sedarplus.ca.

The net proceeds of the Offering will be used for general corporate purposes and investments in accordance with Stack Capital’s investment principles. The securities issued under the second tranche of the Offering have a hold period of four months and one day from today. Stack Capital is excited to welcome a number of new investors, including institutions and family offices, to its shareholder base as part of the Offering, further enhancing its strong level of institutional support. The Offering serves as a testament to market confidence in Stack Capital, its investment approach, and its ability to deliver long-term value for shareholders.

The Offering and the listing of the Common Shares and Warrant Shares issuable under the Offering has been conditionally approved by the Toronto Stock Exchange (the “TSX”) subject to the satisfaction of customary conditions.  

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Stack Capital in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered, sold or delivered, directly or indirectly, within the United States, its possessions and other areas subject to its jurisdiction or for the account or for the benefit of U.S. Persons (as defined under applicable securities laws) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.


About Stack Capital
Stack Capital 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 Stack Capital, 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 Stack Capital 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 Stack Capital and acts as Stack Capital’s administrator and is responsible to source and advise with respect to all investments for Stack Capital.
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Cautionary Note Regarding Forward-Looking Information
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking information contained or referred to in this news release includes, but may not be limited to, the details of the second tranche of the Offering, the completion of the second tranche of the Offering and the business of Stack Capital.

Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. The material assumptions supporting these forward-looking statements include, among others, that Stack Capital will satisfy the commercial closing conditions of the second tranche of the Offering. Additional risk factors that may impact Stack Capital or cause actual results and performance to differ from the forward looking statements contained herein are set forth in Stack Capital’s current Annual Information Form under the heading Risk Factors (a copy of which can be obtained under Stack Capital’s profile on www.sedarplus.com).

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Except as required by applicable law, Stack Capital undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

For more information, please contact:
Brian Viveiros
VP, Corporate Development and Investor Relations
647.280.3307
brian@stackcapitalgroup.com
www.stackcapitalgroup.com

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