Stack Capital Group Inc. — Capital/Financing Update 2026

Apr 17, 2026

FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

Item 1. Name and Address of Company Stack Capital Group Inc. (the "Company" or "Stack") 155 Wellington Street West – Suite 3140 Toronto, ON, Canada M5V 3H1

Item 2. Date of Material Change April 10, 2026 (the "Closing Date")

Item 3. News Release News releases were issued by the Company on March 24, 2026, March 25, 2026, March 31, 2026 and April 10, 2026 with respect to the material change referred to in this report, and were filed under Stack's profile on SEDAR+ (www.SEDARPLUS.ca).

Item 4. Summary of Material Change Stack announced the closing of its previously announced "best efforts" private placement (the "Private Placement") for $31,250,025, and in aggregate with the concurrent brokered private placement that closed on March 31, 2026 (the "LIFE Offering") for total gross proceeds to the Company of $40,000,000.

Item 5.1 Full Description of Material Change Closing of Private Placement

On April 10, 2026, Stack closed its previously announced Private Placement for total gross proceeds to the Company of $31,250,025 pursuant to the terms of an amended and restated agency agreement (the "Amended Agency Agreement") whereunder the Private Placement was increased from $21,250,000 plus a 20% Agents (as defined below) option (the "Agents' Option") to $26,041,687 plus the Agents' Option that was exercised in full pursuant to the Amended Agency Agreement. The Private Placement was led by Canaccord Genuity Corp., as lead agent and sole bookrunner, together with a syndicate of agents including Raymond James Ltd., TD Securities Inc. and RBC Capital Markets, as co-lead managers, and Wellington-Altus Private Wealth Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc. and Ventum Capital Markets. (collectively, the "Agents").

Under the Private Placement, the Company issued 1,666,668 units (the "Units") at a price of $18.75 per Unit (the "Offering Price") for gross proceeds of $31,250,025. Combined with the closing of the Company's "best efforts" brokered private placement of Units at the Offering Price on March 31, 2026 (the "LIFE Offering"), the Company issued an aggregate of 2,133,334 Units at the Offering Price for gross proceeds of $40,000,000.

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Members of Company management subscribed for approximately $1,000,000 of Units under the Private Placement.

In addition, the Company obtained conditional approval from the Toronto Stock Exchange (the "TSX") for the listing of the Unit Shares, Warrants not subject to a statutory hold period under Canadian securities laws, and the Warrant Shares (each as defined below) under the Life Offering and the Private Placement subject to final approval of the TSX. The Warrants not subject to a statutory hold period under Canadian securities laws will be listed under the symbol STCK.WT.C. The Company has applied to the TSX to list the Warrants subject to a statutory hold period expiring four months and one day following the date of distribution to list once the hold period has expired. Such listing will be subject to TSX approval.

Each Unit consisted of one common share (a "Common Share" and the Common Shares comprising the Units being the "Unit Shares") and one-quarter of one Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") for a period of 24 months following the closing date of the LIFE Offering at an exercise price of $23.00 per Warrant Share, subject to adjustment in certain events.

The Private Placement was made to purchasers resident in: (i) certain provinces of Canada, by way of available prospectus exemptions in accordance with applicable Canadian securities laws; and (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements of applicable United States securities laws. All Unit Shares and Warrants comprising the Units, including the underlying Warrant Shares, issued to Canadian investors are subject to a statutory hold period expiring four months and one day following the date of distribution.

All Unit Shares and Warrants comprising the Units, including the underlying Warrant Shares issued to United States investors pursuant to Ontario Securities Commission Rule 72-503 - Distributions Outside Canada are not subject to a statutory hold period under Canadian securities laws and are immediately freely tradeable under applicable Canadian securities legislation.

The net proceeds of the Life Offering and the Private Placement will be used for investments in accordance with the Company's investment principles and general corporate and working capital purposes.

At the closing of the Life Offering and the Private Placement, the Company paid to the Agents a cash fee equal to 5.0% of the gross proceeds raised in connection with the Life Offering and Private Placement, excluding president's list investors, for which no commission was paid to the Agents. The Company also paid the lead agent a corporate finance fee equal to $100,000 at the closing of the LIFE Offering.

Disclosure Required by MI 61-101

The following supplementary information is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

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– 3 – (a) a description of the transaction and its material terms:

Insiders of the Company subscribed for an aggregate of 53,300 Units representing $999,375 of the gross proceeds of the Private Placement. The issuance of Units to the insiders under the Private Placement are considered related party transactions within the meaning of MI 61-101.

(b) the purpose and business reasons for the transaction:

The Company intends to use the net proceeds of the Private Placement for investments in accordance with the Company's investment principles and general corporate and working capital purposes.

(c) The anticipated effect of the transaction on the issuer's business and affairs:

The anticipated effect of the insiders' participation in the Private Placement is that the Company will have additional proceeds to use for its ongoing business and affairs.

(d) a description of:

i. the interest in the transaction of every interested party and of the Related Party and associated entities of the interested parties:

See Schedule "A" attached hereto.

ii. the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

See Schedule "A" attached hereto.

SC Partners Ltd. is a non-personal corporation owned by the founders of the Company. The participation of SC Partners Ltd. and insiders of the Company controlling SC Partners Ltd. in the Private Placement did not result in a material change to their respective ownership percentages of the issued and outstanding Common Shares.

Prior to the Private Placement:

SC Partners Ltd. and insiders of the Company controlling SC Partners Ltd. collectively held 1,064,926 Common Shares, representing approximately 7.74% of the issued and outstanding Common Shares of the Company on a non-diluted basis. In addition, SC Partners Ltd. and insiders of the Company controlling SC Partners Ltd. collectively held 49,185 Warrants.

Following the completion of the Private Placement:

SC Partners Ltd. and insiders of the Company controlling SC Partners Ltd. collectively hold 1,118,226 Common Shares, representing

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• 4 - approximately 7.25% of the issued and outstanding Common Shares of the Company on a non-diluted basis. In addition, SC Partners Ltd. and insiders of the Company controlling SC Partners Ltd. collectively hold 62,510 Warrants.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

The board of directors of the Company unanimously approved the Private Placement and there were no materially contrary views or disagreements in connection with the insiders' participation in the Private Placement.

(f) a summary in accordance with section 6.5 of MI 61-101 of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

The Company relied on the exemption from the formal valuation requirement under section 5.5(a) of MI 61-101 (Fair Market Value Not More Than 25% of Market Capitalization) and the exemption from the minority approval requirement under section 5.7(1)(a) of MI 61-101 (Fair Market Value Not More Than 25 Per Cent of Market Capitalization), on the basis that neither the fair market value of the Units subscribed for by insiders, nor the consideration paid by such insiders, exceeded 25% of the Company's market capitalization as at the date of the announcement of the Life Offering and the Private Placement.

(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

i. the has been made in the 24 months before the date of the material change report: Not applicable.

ii. the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer: Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interest party or a joint actor with an interested party, in connection with the transaction:

The insiders provided or caused to be provided to the Company completed documents required pursuant to the Private Placement. The insiders entered into a subscription agreement and was issued a DRS certificate in connection with the issuance of Common Shares and Warrants.

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– 5 – (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The Company relied on the exemption from the formal valuation requirement under section 5.5(a) of MI 61-101 (Fair Market Value Not More Than 25% of Market Capitalization) and the exemption from the minority approval requirement under section 5.7(1)(a) of MI 61-101 (Fair Market Value Not More Than 25 Per Cent of Market Capitalization), on the basis that neither the fair market value of the Units acquired by insiders under the Private Placement, nor the consideration paid by such insiders, exceeded 25% of the market capitalization of the Private Placement, as determined in accordance with MI 61-101.

The participants in the Private Placement and the extent of their participation were not finalized until shortly prior to the completion of the Private Placement. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Private Placement pursuant to a material change report filed at least 21 days prior to the completion of the Private Placement.

Item 5.2 Disclosure for Restructuring Transactions Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102 Not applicable.

Item 7. Omitted Information Not Applicable.

Item 8. Executive Officer Jimmy Vaiopoulos Chief Financial Officer Telephone: 647-802-3551

Item 9. Date of Report April 17, 2026

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SCHEDULE “A”

Name and Position	Aggregate No. of Units Acquired during the Private Placement	Aggregate Price Paid for Units Acquired during the Private Placement	No. of Securities Held Prior to the Private Placement		Percentage of Issued and Outstanding Securities Prior to the Private Placement		No. of Securities Held After the Private Placement		Percentage of Issued and Outstanding Securities After the Private Placement
			Undiluted	Diluted^{1}	Undiluted^{2}	Diluted^{3}	Undiluted	Diluted	Undiluted^{4}	Diluted^{5}
SC Partners Ltd. and insiders of the Company controlling SC Partners Ltd.	53,300	$999,375	1,064,926	1,114,111	7.74%	8.28%	1,118,226	1,180,736	7.25%	8.51%

1. The diluted number includes the issued and outstanding Common Shares and convertible securities such as warrants and stock options held by the insider prior to the Private Placement.
2. The undiluted percentage is based on 13,762,213 as the total issued and outstanding Common Shares of the Company prior to the Private Placement.
3. The diluted percentage is calculated on a partially-diluted basis. For each insider, the denominator used is comprised of: (i) the issued and outstanding Common Shares of the Company prior to the Private Placement; and (ii) if applicable, the Common Shares exercisable upon the conversion of the convertible securities held by such insider.
4. The undiluted percentage is based on 15,428,881 as the total issued and outstanding Common Shares of the Company after to the Private Placement.
5. The diluted percentage is calculated on a partially-diluted basis. For each insider, the denominator used is comprised of: (i) the issued and outstanding Common Shares of the Company after the Private Placement; (ii) the Common Shares exercisable upon the conversion of the Warrants issued pursuant to the Private Placement held by such insider; and (iii) if applicable, the Common Shares exercisable upon the conversion of the convertible securities held by such insider.