Mr. Eric Lapoiinte reports

PRIVATE PLACEMENT FINANCING

Further to its press release of July 12, 2026, Icarus Capital Corp. has confirmed the earlier announced private placement and its terms -- the company intends to complete a non-brokered private placement for gross proceeds of up to $170,000.

The financing will consist of up to 3.4 million units at a price of five cents per unit. Each unit will consist 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.

Insider participation

Insiders of the company are expected to subscribe for an aggregate of up to $10,000 of the offering. Any such participation by insiders constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

This will be 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 per cent of the company's market capitalization.

The financing is intended to strengthen the company's working capital position and support its continuing operations and strategic initiatives.

About Icarus Capital Corp.

Icarus Capital is a diversified entertainment and media company focused on live entertainment, content production and strategic investments. Through its subsidiaries, the company owns and operates comedy venues, produces live events and develops media properties across Canada.

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