Mr. Eric Lapointe reports

ICARUS CAPITAL ANNOUNCES BOARD TRANSITION, NEW DIRECTOR APPOINTMENTS AND PRIVATE PLACEMENT FINANCING

Icarus Capital Corp. directors Howard Blank, Thomas Bell and Greg Mulvey have resigned from the board of directors as part of a planned board transition.

The directors have contributed to the company through a pivotal chapter in its progress and have indicated that this moment represents a natural point to hand responsibility to a renewed board that will guide the company into its forthcoming phase of growth and advancement.

"We believe this is the appropriate time for a transition to a new board that will oversee the company's next stage of development and growth," said Thomas Bell, director and board chair. "We are grateful for the opportunity to serve the company and wish the company continued success."

"I would like to thank Howard, Thomas and Greg for their service, guidance and contributions to the company," said Eric Y. Lapointe, chief executive officer. "Their efforts helped guide Icarus through an important chapter in its development and we wish them all the best in their future endeavours."

As part of the transition process, the board has approved a non-brokered unit private placement financing of up to $200,000, subject to regulatory approval. Up to 2,222,222 units will be issued at a price of nine cents per unit.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one additional share at an exercise price of 12 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 plus one day from closing. Finders' fees are not expected to be paid.

The company confirms that the offering is also being made available to existing shareholders of the company as of June 15, 2026, pursuant to the existing securityholder exemption contained in British Columbia Instrument 45-534 and similar exemptions in other participating jurisdictions.

The company confirms that the offering will be made available to all shareholders of the company as of the record date who are resident in jurisdictions that permit participation under the ESH exemption.

Insider participation

Insiders of the company are expected to subscribe for an aggregate of up to $85,000 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.

The company has also commenced the process of reconstituting its board of directors. To date, Arjun Rudra and Kevin Booth have been appointed to the board, with additional appointments expected in due course as the company works toward a five-member board comprising three independent directors and two management directors.

The board has reappointed Mr. Lapointe as chief executive officer and reappointed Mr. Rudra as chief financial officer.

Mr. Rudra brings experience in corporate finance, capital markets and strategic planning. Since joining Icarus, he has played an active role in the company's financial planning and operational initiatives.

Mr. Booth recently retired following a distinguished 40-year career in the Canadian gaming industry. His experience includes senior leadership positions with Gateway Casinos in Burnaby and Edmonton, Elbow River Casino in Calgary, and Pure Casino in Lethbridge. During his tenure in Calgary, he oversaw the addition of a Yuk Yuk's comedy club to the property, bringing valuable gaming, entertainment and operational expertise to the board.

"With the financing process under way and the board reconstitution well advanced, Icarus is entering its next phase focused on operational execution, growth and long-term shareholder value," added Mr. Lapointe, chief executive officer.

About Icarus Capital Corp.

Based in Surrey, B.C., Canada, Icarus Capital specializes in live and digital entertainment, mainly focused on stand-up comedy. The company's initial milestone included successfully securing the necessary financing to become a publicly traded company, listed as the ticker symbol ICRS on the TSX Venture Exchange. The 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 Theatre Shows.

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