Stack Capital Group Inc. — Capital/Financing Update 2026

Apr 10, 2026

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is made as of the 10th day of April, 2026.

BETWEEN:

STACK CAPITAL GROUP INC., a corporation existing under the laws of Canada

(the "Corporation")

AND:

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada

(the "Warrant Agent")

WHEREAS:

A. The Corporation and the Warrant Agent executed a warrant indenture (the "Warrant Indenture") dated as of March 31, 2026 providing for the issue of up to 456,666 Warrants (as defined in the Warrant Indenture);

B. Section 8.1(7) of the Warrant Indenture provides for the creation of indentures supplemental to the Warrant Indenture for the purposes of providing for the issuance of additional Warrants thereunder, including Warrants in excess of the number set out in Section 2.1 of the Warrant Indenture and any consequential amendments thereto as may be required by the Warrant Agent, relying on the advice of Counsel;

C. The Warrant Agent is authorized and directed to enter into this Supplemental Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this Supplemental Indenture from time to time; and

D. Each of the Recitals is made as a statement of fact by the Corporation and not by the Warrant Agent.

NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

1. This Supplemental Indenture is supplemental to the Warrant Indenture and the Warrant Indenture will henceforth be read in conjunction with this Supplemental Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, will apply and have the same effect as if all the provisions of the Warrant Indenture and of this Supplemental Indenture were contained in one instrument and the expressions used herein will have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture.

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2

1. On and after the date hereof, each reference to the Warrant Indenture, as amended by this Supplemental Indenture, "this indenture", "herein", "hereby", and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, will mean and refer to the Warrant Indenture as amended hereby. Except as specifically amended by this Supplemental Indenture, all other terms and conditions of the Warrant Indenture will remain in full force and unchanged.

2. The first and second Recitals of the Warrant Indenture are hereby amended to read as follows:

WHEREAS the Corporation is proposing to complete a private placement (the "Offering") of units ("Units") of the Corporation, consisting of brokered private placement of up to 466,666 Units sold pursuant to the LIFE Exemption (as defined herein) (the "LIFE Offering") and a concurrent brokered private placement of up to 1,666,668 Units (the "Concurrent Offering" and, together with the LIFE Offering, the "Offering");

AND WHEREAS each Unit consisting of one common share (each, a "Common Share") in the capital of the Corporation and one-quarter of a Warrant (as defined herein), and, in furtherance of the completion of the Offering, the Corporation is proposing to issue up to 533,333 Warrants, of which up to 116,666 Warrants will be issued under the LIFE Offering (the "LIFE Warrants") and up to 416,667 Warrants will be issued under the Concurrent Offering (the "Concurrent Warrants");

1. Section 2.1 of the Warrant Indenture is hereby amended to read as follows:

A maximum of 533,333 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued by the Corporation in accordance with the terms and conditions hereof and the Offering. Uncertificated Warrants shall be Authenticated by the Warrant Agent and deposited with the Depository and Warrant Certificates evidencing the Warrants shall be executed by the Corporation, Authenticated by or on behalf of the Warrant Agent and delivered by the Warrant Agent to the Warrantholders, as applicable, in accordance with a written order of the Corporation and the Warrant Agent shall record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants maintained by the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

1. The Warrants issued and outstanding shall be deemed to include the amendments as set forth herein, without any further action of the Warrantholders or surrender or exchange of their Certified Warrants.

2. The Warrant Indenture is and continues to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Warrant Indenture in all other respects.

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3

1. This Supplemental Indenture will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and is binding upon the parties hereto and their respective successors and assigns.

2. This Supplemental Indenture may be simultaneously executed in several counterparts, and by facsimile or other electronic reproduction, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this Supplemental Indenture.

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IN WITNESS WHEREOF the parties have executed this Supplemental Indenture under the hands of their proper officers in that behalf as of the date first written above.

STACK CAPITAL GROUP INC.

Per: “Jimmy Vaiopoulos”
Authorized Signatory

COMPUTERSHARE TRUST COMPANY OF CANADA

Per: “Shaivya Dhyani”
Authorized Signatory

Per: “Alan Zhang”
Authorized Signatory