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Icarus Capital Corp
Symbol ICRS
Shares Issued 8,577,827
Close 2026-07-08 C$ 0.03
Market Cap C$ 257,335
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Icarus appoints Sinclair as director

2026-07-13 01:14 ET - News Release

Subject: Icarus Capital Corp. - News Word Document

File: '\\swfile\EmailIn\20260712 130323 Attachment Icarus Press Release July 2026.docx'

Icarus Capital Appoints John C. Sinclair to Board of Directors and Amends Private Placement Financing

VANCOUVER, British Columbia - July 12, 2026 - Icarus Capital Corp. (TSX-V: ICRS) ("Icarus" or the "Company") is pleased to announce the appointment of John C. Sinclair, CPA, CA to its Board of Directors, effective immediately.

Mr. Sinclair is a Chartered Professional Accountant with more than 40 years of experience in public accounting, corporate governance and the Canadian capital markets. Throughout his career, he has advised public companies, boards of directors and audit committees on financial reporting, regulatory compliance, corporate finance and strategic transactions. His experience includes public company audits, initial public offerings, Capital Pool Companies and ongoing governance matters, bringing valuable financial and public company expertise to Icarus.

The Board has also appointed Mr. Sinclair as Chair of the Audit Committee. Director Kevin Booth has been appointed to the Audit Committee, completing the Company's independent Audit Committee which consists of Eric Lapointe (CEO, director), Kevin Booth (independent director) and John Sinclair (independent director).

"We are very pleased to welcome John to the Board of Directors," said Eric Y. Lapointe, Chief Executive Officer of Icarus Capital. "His extensive experience with public companies, financial reporting and audit oversight will be an important asset as we continue executing our strategic growth initiatives. We are also pleased to have Kevin serve alongside John on the Audit Committee."

The Company also announces that its Board of Directors has approved amendments to the terms of its previously announced non-brokered private placement financing. Subject to acceptance by the TSX Venture Exchange, 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 3,400,000 units at a price of $0.05 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 $0.10 for a period of 24 months from the date of issuance.

The net proceeds of the financing are expected to be used for working capital and general corporate purposes. Except as amended herein, all other terms of the previously announced private placement remain unchanged.

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 ("MI 61 101").

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% of the Company's market capitalization.

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

About Icarus Capital Corp:

Icarus Capital Corp. 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.

FURTHER INFORMATION

For further information regarding the above, please contact:

Eric Lapoiinte, Chief Executive Officer, Icarus Capital Corp.

Email: eric@yukyuksmedia.com

Telephone: +1-604-600-2490

ON BEHALF OF THE BOARD OF DIRECTORS

Eric Y. Lapointe

Chief Executive Officer

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the transactions; the business plans of Icarus; use of funds; and the business and operations of the Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay and failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Icarus disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES

PDF Document

File: Attachment Icarus Press Release July 2026.pdf

Icarus Capital Appoints John C. Sinclair to Board of Directors and Amends Private Placement Financing

VANCOUVER, British Columbia July 12, 2026 Icarus Capital Corp. (TSX-V: ICRS) ("Icarus" or the "Company") is pleased to announce the appointment of John C. Sinclair, CPA, CA to its Board of Directors, effective immediately.

Mr. Sinclair is a Chartered Professional Accountant with more than 40 years of experience in public accounting, corporate governance and the Canadian capital markets. Throughout his career, he has advised public companies, boards of directors and audit committees on financial reporting, regulatory compliance, corporate finance and strategic transactions. His experience includes public company audits, initial public offerings, Capital Pool Companies and ongoing governance matters, bringing valuable financial and public company expertise to Icarus.

The Board has also appointed Mr. Sinclair as Chair of the Audit Committee. Director Kevin Booth has been appointed to the Audit Committee, completing the Company's independent Audit Committee which consists of Eric Lapointe (CEO, director), Kevin Booth (independent director) and John Sinclair (independent director).

"We are very pleased to welcome John to the Board of Directors," said Eric Y. Lapointe, Chief Executive Officer of Icarus Capital. "His extensive experience with public companies, financial reporting and audit oversight will be an important asset as we continue executing our strategic growth initiatives. We are also pleased to have Kevin serve alongside John on the Audit Committee."

The Company also announces that its Board of Directors has approved amendments to the terms of its previously announced non-brokered private placement financing. Subject to acceptance by the TSX Venture Exchange, 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 3,400,000 units at a price of $0.05 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 $0.10 for a period of 24 months from the date of issuance. The net proceeds of the financing are expected to be used for working capital and general corporate purposes. Except as amended herein, all other terms of the previously announced private placement remain unchanged.

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 ("MI 61-101"). 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% of the Company's market capitalization. The financing is intended to strengthen the Company's working capital position and support its ongoing operations and strategic initiatives. About Icarus Capital Corp:

Icarus Capital Corp. 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.

FURTHER INFORMATION

For further information regarding the above, please contact:

Eric Lapoiinte, Chief Executive Officer, Icarus Capital Corp. Email: eric@yukyuksmedia.com Telephone: +1-604-600-2490

ON BEHALF OF THE BOARD OF DIRECTORS

Eric Y. Lapointe Chief Executive Officer

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the transactions; the business plans of Icarus; use of funds; and the business and operations of the Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay and failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Icarus disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES

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