Richmond, BC (October 29, 2024) – TheNewswire – Icarus Capital Corp. (Icarus – TSX-V “ICRS”) is pleased to announce that it has entered into a non-binding letter of intent (LOI), dated October 29, 2024, respecting a proposed transaction and outlining the general terms whereby Icarus Capital Corp. (“Icarus”) intends to acquire 100% of the shares of Yuk Yuk’s Inc. and Funny Business Production Inc.

The LOI does not constitute a comprehensive and binding agreement – such an agreement will arise only upon the negotiation, settlement and execution of a complete share purchase agreement following completion of due diligence procedures and securing adequate financing to complete the acquisition.

However, certain parts of the LOI are binding (i.e. due diligence period, confidentiality, privacy matters, governing law and standstill). Specifically, the LOI allows for an exclusive due diligence period continuing to the earlier of the termination of the subject transaction and the signing of the definitive agreement.

The vendor and the purchaser agree to negotiate in good faith the terms of the definite agreement with respect to the proposed transaction and execute the same within six (6) months of the date of the LOI. The proposed transaction is subject to receipt of all necessary approvals, including, as applicable, shareholder and regulatory approval, including from the TSX-V.

At this point in time, the purchase price is under negotiation but is anticipated to be comprised primarily of cash consideration but may include issuance of shares of Icarus as well.  This will be finalized at the time a binding purchase agreement is executed. The agreed to valuation is in line with the financial position of the acquired businesses and their associated intangible assets.  Mark Breslin has agreed to stay on in a salaried position for a number of years to ensure a smooth transition.

Garry Yuill (CFO) owns a minority interest in the entities to be acquired by Icarus and the proposed transaction will be subject to the approval processes and protections set forth in securities legislation respecting non-arm’s length transactions, particularly those contained in MI 61-101.

"This is an exciting next step for Icarus and Canadian comedy,” said Garry Yuill, Founder of Icarus Capital. “By bringing Yuk Yuk’s fully into the Icarus family, we’re not just preserving a legacy, we’re poised to expand it. Our vision is to take this beloved brand to new heights, reaching more audiences and discovering new talent across the country and beyond. This partnership honours Yuk Yuk’s history while driving a bold future for Canadian comedy."

Mark Breslin, co-owner of Yuk Yuk’s Inc., echoed the enthusiasm for this new era. “Yuk Yuk’s has always been a place where bold voices and unique perspectives find a home. With Icarus’s dedication and experience, we’re excited to see the brand flourish and inspire a new generation of Canadian comedians and audiences alike.”

Yuk Yuk's Co-owner Jeff Silverman added, “Comedy has the power to bring people together, and Yuk Yuk’s has done just that for nearly half a century. Transitioning the companies fully to Icarus Corp. will allow Yuk Yuk’s to reach even greater heights and build on the tradition we’ve established."

The above represents Icarus’ current expectations with respect to the acquisition although the final transaction may vary from that set forth above. Those details will be fully disclosed in due course.

About Icarus Capital Corp:

Based in Richmond, BC Canada, Icarus Capital Corporation specializes in live and digital entertainment, mainly focused on stand-up comedy. The company’s initial milestone included successfully securing the necessary funding to become a publicly traded company, listed as the ICRS ticker symbol on the TSX-V (Toronto Stock Exchange - Venture). The current assets include the Yuk Yuk's Calgary Comedy Club, Yuk Yuk’s Surrey Comedy Club, Yuk Yuk’s Media and Yuk Yuk’s Western Canadian Theatre Shows. More details can be found at www.icaruscapital.ca.

About Yuk Yuk’s Inc.:

Yuk Yuk’s Inc. is the franchisor atop of the chain of Yuk Yuk’s branded comedy clubs across Canada.  More details can be found at www.yukyuks.com. The shares of Yuk Yuk’s Inc. are owned by Mark Breslin, Jeff Silverman, Garry Yuill (5%), and five minority shareholders (10%).

About Funny Production Inc.:

Funny Business Production Inc. (Funny Business) holds Yuk Yuk’s trademarks and owns 100% of the shares of Funny Business Inc., which operates the Funny Business talent agency and operates Yuk Yuk’s On Tour shows (numerous periodic comedy shows across Canada at venues other than franchised comedy clubs). More details can be found at www.funnybusiness.ca. The shares of Funny Business are owned by Mark Breslin, Jeff Silverman and Garry Yuill (5%).

FURTHER INFORMATION

The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the transactions; the business plans of Icarus; use of funds; and the business and operations of the Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay and failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Icarus disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

For further information regarding the above, please contact:

• Garry Yuill, Chief Financial Officer, Icarus Capital Corp. 

• Email: garry@icaruscapital.ca 

• Telephone: (778) 866 - 9041 

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