Ms. Christine Mastrangelo reports
MINILUXE ANNOUNCES SUBSTANTIAL ISSUER BID (SIB) FOR UP TO CDN$6,000,000 OF ITS CLASS A SUBORDINATE VOTING SHARES
Miniluxe Holding Corp.'s board of directors has authorized the initiation of a substantial issuer bid, pursuant to which the company will offer to repurchase for cancellation up to $6-million of its Class A subordinate voting shares.
The offer will commence on Aug. 20, 2026, and will expire on Sept. 24, 2026, unless extended or withdrawn. The company has engaged Computershare Investor Services Inc. to act as the depositary for the offer.
The offer is being made by way of a modified Dutch auction, which will allow shareholders who choose to participate in the offer to individually select the price, within a range of not less than 40 cents per subordinate voting share and not more than 48 cents per subordinate voting share (in increments of two cents per subordinate voting share), at which they are willing to sell their subordinate voting shares. Upon expiry of the offer, the company will determine the lowest purchase price (which will not be less than 40 cents per subordinate voting share and not more than 48 cents per subordinate voting share) that will allow it to purchase the maximum number of subordinate voting shares properly tendered to the offer, and not properly withdrawn, having an aggregate purchase price not exceeding $6-million.
Shareholders who wish to participate in the offer will be able to do so through: (i) auction tenders in which they will specify the number of subordinate voting shares being tendered at a specific price per subordinate voting share; or (ii) purchase price tenders in which they will agree to have a specified number of subordinate voting shares purchased at the purchase price to be determined pursuant to the auction and have their subordinate voting shares considered as having been tendered at the minimum price of 40 cents for the purposes of determining the purchase price. Shareholders who validly deposit subordinate voting shares without specifying the method in which they are tendering their subordinate voting shares will be deemed to have made a purchase price tender.
The directors, officers and other insiders of the company have advised that they will not tender any of their shares pursuant to the offer.
During the seven months ended July 31, 2026, the closing prices of the subordinate voting shares on the TSX Venture Exchange ranged from a low of 23.5 cents to a high of 35.5 cents. The closing price of the subordinate voting shares on the TSX-V on Aug. 17, 2026 (the last full trading day before the company announced its intention to make the offer), was 38.5 cents.
As of today's date, 86,669,259 subordinate voting shares were issued and outstanding. Accordingly, the offer is for up to 15 million subordinate voting shares, or approximately 17.3 per cent of the total number of subordinate voting shares now issued and outstanding, if the purchase price is determined to be the minimum purchase price per subordinate voting share of 40 cents or up to 12.5 million subordinate voting shares, or approximately 14.4 per cent of the total number of subordinate voting shares now issued and outstanding, if the purchase price is determined to be the maximum purchase price per subordinate voting share of 48 cents (in each case, based on full participation).
The offer is optional for all shareholders, who are free to choose whether to participate, how many subordinate voting shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholders who do not deposit their subordinate voting shares (or whose subordinate voting shares are not repurchased under the offer) will realize a proportionate increase in their equity interest in the company, to the extent that subordinate voting shares are purchased under the offer.
The company is not obligated to purchase any subordinate voting shares pursuant to the offer and may elect to not proceed with the offer, if the aggregate purchase price of all subordinate voting shares validly tendered and not properly withdrawn is less than $1-million or if any other condition disclosed in the formal offer to purchase and issuer bid circular is not satisfied or waived.
The company reserves the right, subject to applicable laws, to withdraw or amend the offer, if certain events occur. The offer is expected to remain open for acceptance until 5 p.m. Eastern Time on Sept. 24, 2026, unless extended or withdrawn.
Neither the company nor its board of directors makes any recommendation to any shareholder as to tender or refrain from tendering shares, and the company has not authorized any individual to make such recommendation. Shareholders are strongly urged to read and carefully evaluate all information in the offer documents before making any decision with respect to the tender offer and should consult their own broker or other financial and tax advisers prior to making any decision with respect to the offer.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Details of the offer, including instructions for tendering subordinate voting shares, will be included in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the offer documents). The offer documents will be mailed to shareholders, filed with applicable Canadian securities regulatory authorities, made available on SEDAR+ at the company's profile and posted on the company's website.
About
Miniluxe Holding Corp.
Miniluxe Holding Corp. is a Boston-based lifestyle brand and talent empowerment platform transforming the fragmented beauty and self-care industry through its premium service brand, proprietary products and operating platform. For more than 15 years, Miniluxe has delivered high-quality nail care, waxing and aesthetic services through a growing network of company-owned, joint venture and partner-operated studios, completing more than five million services to date.
The company is recognized for its elevated service experience, rigorous hygiene standards, non-toxic products, modern studio design and commitment to socially responsible labour practices. Miniluxe's differentiated model is designed to create better outcomes for both clients and beauty professionals through career development, economic mobility, equity participation and future ownership opportunities.
Miniluxe is expanding its reach through a multipronged growth strategy that includes new studio development, franchising, and the acquisition and conversion of existing nail salons. By combining a trusted consumer brand, proprietary products, operating expertise and technology-enabled systems, the company offers entrepreneurs and operators the opportunity to partner with a proven platform while preserving a strong focus on talent development and service excellence.
Through its growing studio network and product portfolio, Miniluxe seeks to build the leading trusted brand in beauty and self-care while generating long-term value for clients, talent and shareholders.
We seek Safe Harbor.
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