MiniLuxe Holding Corp. (TSXV: MNLX) ("
MiniLuxe" or
the "
Company") is pleased to announce the final
second closing of a non-brokered convertible debenture unit
offering (the "
Offering"), for gross proceeds of
approximately USD$1,250,000, and aggregate gross proceeds of over
USD$3,800,000 cumulatively across both tranches. For more details
regarding the Offering please see the Company’s press releases
dated November 30, 2023, and December 22, 2023.
The second tranche of the Offering resulted in
the issuance of 1250 units of the Company (each, a
"Unit" and collectively the
"Units") at a price of $1,000 USD per Unit, and on
the same terms as the first tranche. Each Unit consists of one
$1,000 USD principal amount, 11.5% paid-in-kind simple interest for
an unsecured convertible Debenture of the Company (each, a
"Debenture" and collectively the
"Debentures"), with each Debenture maturing 42
months following the issuance date, and such number of Class A
subordinate voting share purchase warrants (each a
"Warrant" and collectively the
"Warrants") as is equal to 15% of the principal
amount of Debentures. Each Warrant entitles the holder thereof to
acquire such number of Class A subordinate voting shares as is
equal to 15% of the principal amount of the Debentures at a price
of $0.52 USD (or ~$0.70 CDN) per share for a period of 42 months
from the grant date.
The Debentures and Warrants issued pursuant to
the Offering are subject to a hold period of four months and one
day from the issuance date in accordance with applicable securities
laws.
“We are pleased with the continued investment
interest in our Company and to have been able to raise more than
initially anticipated for this point in time. Equally important to
the quantum of capital raised is the quality of it coming from
long-term focused investors. This incremental investment will help
us towards some important strategic initiatives over the next 12-24
months including our fleet expansion through franchising,” said
Tony Tjan, CEO of MiniLuxe.
Certain directors and officers of the Company
(collectively, the "Insiders") participated in the
Offering and, as such, the closing of the Offering may constitute a
related party transaction under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"), but is otherwise exempt from the
formal valuation and minority approval requirements of MI 61-101 by
virtue Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of
such Insider participation in the closing of the Offering. No
special committee was established in connection with the Offering
or the participation of the Insiders in the closing of the
Offering, and no materially contrary view or abstention was
expressed or made by any director of the Company in relation
thereto. Further details will be included in a material change
report that will be filed by the Company in connection with the
completion of the closing of the second tranche of the Offering.
The Company did not file a material change report more than 21 days
before the closing date of the second tranche of the Offering as
the terms of the second tranche of the Offering and the total
amount to be invested by the Insiders were not settled until
shortly prior to closing, and the Company wished to complete the
final tranche of the Offering on an expedited basis for sound
business reasons.
Completion of the Offering is subject to the
satisfaction of customary closing conditions, including the
approval of the TSX Venture Exchange.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described in this news release. Such securities have not been, and
will not be, registered under the U.S. Securities Act, or any state
securities laws, and, accordingly, may not be offered or sold
within the United States, or to or for the account or benefit of
persons in the United States or "U.S. Persons", as such term is
defined in Regulation S promulgated under the U.S. Securities Act,
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption from such
registration requirements.
About MiniLuxe
MiniLuxe, a Delaware corporation based in
Boston, Massachusetts. MiniLuxe is a lifestyle brand and talent
empowerment platform servicing the beauty and self-care industry.
The Company focuses on delivering high-quality nail care and
esthetic services and offers a suite of trusted proprietary
products that are used in the Company’s owned-and-operated studio
services. For over a decade, MiniLuxe has been elevating industry
standards through healthier, ultra-hygienic services, a modern
design esthetic, socially responsible labor practices, and
better-for-you, cleaner products. MiniLuxe’s aims to radically
transform a highly fragmented and under-regulated self-care and
nail care industry through its brand, standards, and technology
platform that collectively enable better talent and client
experiences. For its clients, MiniLuxe offers best-in-class
self-care services and better-for-you products, and for nail care
and beauty professionals, MiniLuxe seeks to become the employer of
choice. In addition to creating long-term durable economic returns
for our stakeholders, the brand seeks to positively impact and
empower one of the most diverse and largest hourly worker segments
through professional development and certification, economic
mobility, and company ownership opportunities (e.g., equity
participation and future franchise opportunities). Since its
inception, MiniLuxe has performed over 3.5 million services.
For further information
Christine MastrangeloCorporate Secretary and Investor Relations,
MiniLuxe Holding Corp.cmastrangelo@miniluxe.comminiluxe.com
Neither 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.
Forward-looking statements
This press release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking information") concerning the Company and its
subsidiaries within the meaning of applicable securities laws.
Forward-looking information may relate to the future financial
outlook and anticipated events or results of the Company and may
include information regarding the Company's financial position,
business strategy, growth strategies, acquisition prospects and
plans, addressable markets, budgets, operations, financial results,
taxes, dividend policy, plans and objectives. Particularly,
information regarding the Company's expectations of future results,
performance, achievements, prospects or opportunities or the
markets in which the Company operates is forward-looking
information. In some cases, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects", "budgets", "scheduled", "estimates",
"outlook", "forecasts", "projects", "prospects", "strategy",
"intends", "anticipates", "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might", or "will" occur. In addition, any
statements that refer to expectations, intentions, projections or
other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts but instead represent
management's expectations, estimates and projections regarding
future events or circumstances.
Many factors could cause the Company's actual
results, performance, or achievements to be materially different
from any future results, performance, or achievements that may be
expressed or implied by such forward-looking information,
including, without limitation, those listed in the "Risk Factors"
section of the Company's filing statement dated November 9, 2021.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results, performance, or achievements could vary
materially from those expressed or implied by the forward-looking
statements contained in this press release.
Forward-looking information, by its nature, is
based on the Company's opinions, estimates and assumptions in light
of management's 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. Those factors should not be
construed as exhaustive. Despite a careful process to prepare and
review forward-looking information, there can be no assurance that
the underlying opinions, estimates and assumptions will prove to be
correct. These factors should be considered carefully, and readers
should not place undue reliance on the forward-looking information.
Although the Company bases its forward-looking information on
assumptions that it believes were reasonable when made, which
include, but are not limited to, assumptions with respect to the
Company's future growth potential, results of operations, future
prospects and opportunities, execution of the Company's business
strategy, there being no material variations in the current tax and
regulatory environments, future levels of indebtedness and current
economic conditions remaining unchanged, the Company cautions
readers that forward-looking statements are not guarantees of
future performance and that our actual results of operations,
financial condition and liquidity, and the development of the
industry in which the Company operates may differ materially from
the forward-looking statements contained in this press release. In
addition, even if the Company's results of operations, financial
condition and liquidity, and the development of the industry in
which it operates are consistent with the forward-looking
information contained in this press release, those results or
developments may not be indicative of results or developments in
subsequent periods.
Although the Company has attempted to identify
important risk factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other risk factors not presently known to the Company
or that the Company presently believes are not material that could
also cause actual results or future events to differ materially
from those expressed in such forward-looking information. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information, which speaks
only as of the date made (or as of the date they are otherwise
stated to be made). Any forward-looking statement that is made in
this press release speaks only as of the date of such
statement.
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