Icarus Capital Corp. Appoints John C. Sinclair to Board of Directors and Approves Private Placement Amendments

VANCOUVER, British Columbia — July 13, 2026 — Leads & Copy — Icarus Capital Corp. (TSX-V: ICRS) has announced the appointment of John C. Sinclair, CPA, CA, to its Board of Directors, effective immediately. Mr. Sinclair brings over 40 years of experience in public accounting, corporate governance, and the Canadian capital markets to the company. He has a history of advising public companies, boards of directors, and audit committees on financial reporting, regulatory compliance, corporate finance, and strategic transactions. His background includes public company audits, initial public offerings, Capital Pool Companies, and ongoing governance matters.

The Board has also appointed Mr. Sinclair as Chair of the Audit Committee. Director Kevin Booth has been appointed to the Audit Committee, which is now comprised 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."

In addition, the Company's 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, Icarus Capital 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 include one common share and one common share purchase warrant. Each warrant will allow 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 from the financing are anticipated to be utilized for working capital and general corporate purposes. All other terms of the previously announced private placement remain unchanged, except as amended.

Insiders of the Company are expected to subscribe for an aggregate of up to $85,000 of the Offering. Any such participation by insiders is considered a “related party transaction” within the meaning of Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). This transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61‑101, as the fair market value of the securities to be issued to insiders and the consideration paid by them will not exceed 25% of the Company’s market capitalization. The financing is intended to bolster the Company’s working capital position and support its ongoing operations and strategic initiatives.

Icarus Capital Corp. is a diversified entertainment and media company with a focus 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.

Source: Icarus Capital Corp