Icarus Capital Corp. (TSXV:ICRS.P) entered into a letter of intent to acquire 100% of 1401935 Alberta Ltd for CAD 0.32475 million on September 6, 2022. The acquisition (the “Acquisition”) of 1401935 will be completed pursuant to a binding purchase agreement (the “Definitive Agreement”) which will be entered into between Icarus and 1401935 which is expected to be executed within 60-days of the LOI. Icarus will subsequently own and operate Yuk Yuk's Comedy Club. The owners of 1401935 Alberta Ltd. will cease to be involved with the operations Yuk Yuk's Comedy Club and it will thereafter be operated by Icarus. The final structure of the Definitive Agreement will be determined following receipt of tax, corporate and securities law advice; however it is expected to be a purchase of 100% of the shares of 1401935 for total consideration (the “Consideration”) of roughly CAD 0.4 million. The Consideration will be paid with a CAD 0.2 million bank loan, CAD 0.1 million in vendor financing and the issuance of 225,000 shares of Icarus.

In a concurrent transaction, Icarus will execute a trademark license agreement (the “TLA”) with Yuk Yuk's Inc. ("Yuk Yuk's") and be granted the exclusive rights to use Yuk Yuk's trademarks worldwide, as outlined in the TLA. The acquisition of 1401935 and the TLA will constitute Icarus' Qualifying Transaction (the "Qualifying Transaction" or "Transaction") pursuant to TSX Venture Exchange (the “Exchange” or “TSXV”) Policy 2.4 – Capital Pool Companies (“Exchange Policy 2.4”) and will become effective upon the Exchange's issuance of its Final QT Exchange Bulletin. The parties to the proposed Qualifying Transaction are at arm's length.

It is intended that the Qualifying Transaction will be completed by the end of October, 2022 (or such other date as may be mutually agreed in writing between the parties). The Qualifying Transaction is subject to Icarus securing adequate financing, the acceptance of the TSXV and the satisfaction or waiver of customary closing conditions, including the approval of the directors of Icarus of the Qualifying Transaction and the completion of due diligence investigations to the satisfaction of Icarus, as well as the conditions described below. The legal structure for the Qualifying Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies, however, it is currently contemplated that the Transaction will be structured as a share purchase. It is not anticipated that the Qualifying Transaction will be subject to the approval of the shareholders of Icarus. Some or all of the common shares issuable pursuant to the Qualifying Transaction may be subject to the escrow requirements of the TSXV or hold periods. The transaction is expected to close on or before June 15, 2023. The Qualifying Transaction is subject to Icarus securing adequate financing, the acceptance of the TSXV and the satisfaction or waiver of customary closing conditions, including the approval of the directors of Icarus of the Qualifying Transaction. As of June 13, 2023, the Qualifying Transaction has now been extended with the consent of the TSX Venture Exchange– it is now expected to close on or before September 13, 2023.