Icarus Capital Corp. has entered into a letter of intent as at Sept. 6, 2022, outlining the planned acquisition of 100% of the issued and outstanding shares of 1401935 Alberta Ltd., doing business as Yuk Yuk's Comedy Club.

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. In a concurrent transaction, Icarus will execute a trademark license agreement (the "TLA") with YukYuk's Inc. ("Yuk Yuk's") and be granted the exclusive rights to use Yuk Yuk's trademarks worldwide,as outlined in the TLA.

This is expected to include Yuk Yuk's branded social media accounts, the right to use existing content and the right to produce additional digital audio and video content. In addition,Icarus will acquire the right to exploit, and host Yuk Yuk's branded shows. 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.