Mr. Mena Beshay reports

UPSTART INVESTMENTS INC. PROVIDES UPDATE ON QUALIFYING TRANSACTION AND RELATED FINANCINGS

Upstart Investments Inc. has provided an update on the previously announced proposed reverse takeover transaction of Upstart by Portail Phoenix Inc., as announced by the company on May 27, 2025. The transaction is intended to constitute the company's qualifying transaction (as defined in Policy 2.4 of the TSX Venture Exchange).

Update on the transaction

The company and Phoenix continue to actively advance the transaction and remain committed to completing the transaction, subject to the satisfaction of customary closing conditions, including receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX-V. The parties are progressing with their due diligence processes and the preparation of the required documentation in connection with the transaction, including the negotiation and execution of a definitive share exchange agreement. There can be no assurance that the transaction will be completed as proposed or at all.

Financial statements of Phoenix

As previously disclosed, the financial statements of Phoenix required in connection with the transaction are currently being prepared. The company intends to provide a further update once such financial information has been finalized and is available in accordance with Policy 2.4 of the TSX-V corporate finance manual.

Concurrent financing

In connection with the transaction, Upstart intends to complete its previously announced concurrent private placement financing for minimum aggregate gross proceeds of $1.75-million and up to $3-million pursuant to an offering of subscription receipts of Upstart, to be sold at an issue price of 15 cents per subscription receipt. Each subscription receipt will entitle the holder thereof to receive, without payment of additional consideration and without further action on the part of each holder, one common share of the issuer resulting from the closing of the transaction, upon the satisfaction or waiver of the escrow release conditions.

Proceeds from the concurrent financing will be held in escrow pending satisfaction of the escrow release conditions, which shall include receipt of conditional approval of the transaction. If the transaction does not close, proceeds will be returned to subscribers with pro rata interest.

Bridge financing

In connection with the transaction, Phoenix intends to complete its previously announced private placement financing of debentures for gross proceeds of a maximum of $250,000, convertible at a discount of 25 per cent of the financing price.

The resulting issuer intends to use the net proceeds from the private placements to complete the transaction and to satisfy business development and working capital requirements.

Additional information

Additional information with respect to Phoenix and the transaction will be included in Upstart's filing statement to be filed in connection with the transaction, which will be available in due course under Upstart's SEDAR+ profile.

Information about Phoenix

Phoenix is a vertically integrated wellness company that offers a comprehensive ecosystem of services and products dedicated to personal development, holistic health and mindful living. Through its flagship brand Studio Diva Yoga, Phoenix operates a growing network of physical and virtual studios providing yoga, meditation and therapeutic movement programs.

The company also owns and manages Campus, a proprietary educational platform launching in mid-May, 2026. This platform will replace the current third-party-hosted Universite Internationale Yogami and will serve as the new cornerstone for professional training, continuing education and instructor certification in the wellness sector. Built in-house, Campus is designed to offer enhanced scalability, advanced analytics and integrated affiliate tools to better serve educators and learners alike.

Phoenix's ecosystem includes Boutique Nouveau Yoga, a multicountry distribution channel for wellness accessories; Esprit Medias, its France-based publishing house responsible for editorial content and magazine publications; and Agence Blue Ocean, a digital marketing firm supporting both internal brands and external wellness-focused clients. With operations in Canada, the European Union, Switzerland and Madagascar, Phoenix combines operational excellence with a mission-driven approach to democratize access to high-quality wellness education and experiences.

The company is entering a new phase of accelerated growth fuelled by strategic acquisitions, international franchise expansion and the unification of its signature methods under the new umbrella brand Holix.

About Upstart Investments Inc.

Upstart is a capital pool company created pursuant to the policies of the TSX-V. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSX-V, until the completion of its qualifying transaction, the company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

Cautionary note

Completion of the transaction is subject to several conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Upstart common shares will remain halted until such time as permission to resume trading has been obtained from the TSX-V. Upstart is a reporting issuer in Alberta, British Columbia, Ontario and Quebec.

We seek Safe Harbor.