Groupe Dynamite Announces $251 Million Secondary Offering Of Subordinate Voting Shares And $51 Million Share Buyback

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THE BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE, WITHIN TWO BUSINESS DAYS THROUGH SEDAR+.

MONTRÉAL, April 20, 2026 (GLOBE NEWSWIRE) --  Groupe Dynamite Inc. (“Groupe Dynamite” or the “Company”) (TSX: GRGD) announced today that 4370368 Canada Inc., a company controlled by Mr. Andrew Lutfy, our Chief Executive Officer (the “Selling Shareholder”), intends to offer for resale an aggregate of 2,700,000 subordinate voting shares (the “Offered Shares”) at an offering price of $93.00 per Offered Share (the “Offering Price”), for aggregate gross proceeds of approximately $251 million (the “Offering”). The Offering is being made by a syndicate of underwriters led by BMO Capital Markets, as lead joint bookrunner and manager, and including Desjardins Capital Markets, National Bank Capital Markets, RBC Capital Markets, and TD Securities, as joint bookrunners, and (collectively, the “Underwriters”) on a bought deal basis pursuant to a short form base shelf prospectus dated as of the date hereof (the “Shelf Prospectus”) and a prospectus supplement that will be filed no later than April 22, 2026 (the “Prospectus Supplement”).

The Selling Shareholder has also granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Offered Shares sold by it pursuant to the Offering, at the Offering Price (the “Option”). The Option may be exercised by the Underwriters for a period of 30 days from the closing date of the Offering. The Offering is expect to close on April 27, 2026.

Groupe Dynamite will not receive any proceeds from the sale of the Offered Shares by the Selling Shareholder.

Groupe Dynamite also announced today that it has agreed, concurrently with the closing of the Offering, to repurchase for cancellation subordinate voting shares from the Selling Shareholder at the Offering Price, for total consideration of approximately $51 million (the “Buyback”) pursuant to an exemption order granted by the Autorité des marchés financiers. This represents approximately 2.6% of all current subordinate voting shares outstanding and 0.5% of all current shares outstanding of Groupe Dynamite. The Selling Shareholder is controlled, directly or indirectly, by Mr. Andrew Lutfy. Accordingly, Mr. Lutfy is a “related party” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (in Québec, Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions) (“MI 61-101”) since he holds, directly or indirectly, all of the multiple voting shares of the Company, entitling him to more than 10% of the voting rights attached to all of the issued and outstanding shares of Groupe Dynamite. Therefore, the Buyback constitutes a “related party transaction” within the meaning of MI 61-101. To review and evaluate the Buyback, the Board of Directors of the Company established a special committee of independent directors. Upon recommendation of the special committee, the Buyback was unanimously approved by the Board of Directors, with Messrs. Lutfy and Iliopoulos abstaining. Groupe Dynamite is exempted from the formal valuation and minority approval requirements pursuant to MI 61-101, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Buyback, represents more than 25% of the market capitalization of the Company. The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Buyback. The Company believes this is reasonable in the circumstances, as the definitive terms of the Buyback, including the purchase price, which was determined with reference to the Offering Price under the Offering, were not established until shortly after the terms of the Offering were finalized.

Prior to the Offering, the Selling Shareholder owned 88,615,622 multiple voting shares and 4,000,000 subordinate voting shares, for an aggregate of 92,615,622 shares, representing approximately 84.4% of all outstanding shares and approximately 98.1% of the voting rights attached to all outstanding shares of Groupe Dynamite. Immediately following the Offering, after the effects of the Buyback, assuming the Option is not exercised, the Selling Shareholder will own 88,615,622 multiple voting shares and 750,000 subordinate voting shares, for an aggregate of 89,365,622 shares, representing approximately 81.9% of all outstanding shares and approximately 97.8% of the voting rights attached to all outstanding shares of Groupe Dynamite. If the Option is exercised, immediately following the Offering, after the effects of the Buyback, the Selling Shareholder will own 88,615,622 multiple voting shares and 345,000 subordinate voting shares, for an aggregate of 88,960,622 shares, representing approximately 81.5% of all outstanding shares and approximately 97.8% of the voting rights attached to all outstanding shares of Groupe Dynamite.

The Shelf Prospectus has been filed, and the Prospectus Supplement will be filed, in all provinces and territories of Canada and the Offered Shares may also be offered by way of private placement in the United States. Copies of the Shelf Prospectus are available, and copies of the Prospectus Supplement will be available, under the Company’s profile on SEDAR+ at . Electronic or paper copies of the Shelf Prospectus and the Prospectus Supplement and any amendment to the documents may be obtained, without charge, from BMO Nesbitt Burns Inc., Brampton Distribution Centre, c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario L6S 6H2, by telephone at 905-791-3151, ext. 4312, or by email at . The Shelf Prospectus contains, and the Prospectus Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Shelf Prospectus, the Prospectus Supplement and the documents incorporated by reference therein before making an investment decision.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Groupe Dynamite Inc.

Groupe Dynamite Inc. (TSX: GRGD) is a growth-oriented company striving for excellence in the fashion industry. Operating retail stores and digital experiences under two complementary and spirited banners—GARAGE and DYNAMITE—we offer a wide range of women’s fashion apparel, catering to the needs of Generation Z and Millennials. With a growing international presence, we operate across Canada and the United States, and more recently expanded into the United Kingdom, advancing our global footprint. With leading key operating metrics and a commitment to innovation and disciplined execution, we are proud to continue our ambitious growth plans. Guided by our mission, "Empowering YOU to be YOU, one outfit at a time," we are a values-led, inclusive organization committed to inspiring confidence and self-expression. Proudly rooted in the chic and vibrant city of Montréal, our culture, values and distinct brands position us to shape the future of fashion while attracting and inspiring the next generation of leaders and creators. Our ownership-mentality and entrepreneurial mindset is reflected in our Shared Success Program, through which all our 7,200 employees have ownership exposure. This alignment of interests and values fosters collaboration, fuels innovation, and creates meaningful long-term value for our team and stakeholders alike.

Early Warning Disclosure by 4370368 Canada Inc.

Further to the requirements of National Instrument 62-104 –Take-Over Bids and Issuer Bids and National Instrument 62-103 – Early Warning System and Related Take-Over Bid and Insider Reporting Issues, 4370368 Canada Inc. will file an early warning report in connection with the Offering and the Buyback in accordance with applicable securities laws. A copy of the early warning report will be filed with applicable securities commissions and will be made available on the Company’s profile on SEDAR+ at . Further information and a copy of the early warning report may be obtained c/o Lisa Guerrera at 514-733-3962 (ext. 330) or .

Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking statements may include observations concerning the impact of the Offering and Buyback on Groupe Dynamite or its shareholders. The Company's future performance may also be affected by a number of factors, many of which are beyond the Company's will or control. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances. Forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Risks and uncertainties are discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time, including the Company's Management Discussion and Analysis for the 13-week and 52-week periods ended January 31, 2026 and the Company's annual information form for the fiscal year ended January 31, 2026. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The risks, uncertainties, opinions, estimates and assumptions referred to elsewhere in this press release should be considered carefully by readers. Accordingly, readers should not place undue reliance on forward-looking information. Furthermore, the forward-looking information contained in this press release represents our expectations as of the date of this press release (or as of the date it is otherwise stated to be made) and is subject to change after such date. The Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities legislation. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

Contacts:

Questions from investors – Investor Relations:

Alex Limosani, Manager, Investor Relations and Corporate Finance -

Questions from media – Media Relations:

Youann Blouin, Head of Corporate Communications -