File: Attachment UpStart - News Release -Update.pdf

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

FOR IMMEDIATE RELEASE

MONTREAL, QUEBEC April 23, 2026 UPSTART INVESTMENTS INC. (TSXV: UPT.P) ("UpStart" or the "Company") is pleased to provide an update on the previously announced proposed reverse takeover transaction of UpStart by Portail Phoenix Inc. ("Phoenix"), as announced by the Company on May 27, 2025 (the "Transaction"). The Transaction is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV")).

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 TSXV. 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 TSXV Corporate Finance Manual.

Concurrent Financing

In connection with the Transaction, UpStart intends to complete its previously announced concurrent private placement financing (the "Concurrent Financing") for minimum aggregate gross proceeds of $1,750,000 and up to $3,000,000 pursuant to an offering of subscription receipts of UpStart (the "Subscription Receipts"), to be sold at an issue price of $0.15 per Subscription Receipt (the "Financing Price"). 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 - 2 -

from the closing of the Transaction (the "Resulting Issuer"), upon the satisfaction or waiver of the escrow release conditions (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 (the "Bridge Financing" and together with the Concurrent Financing, the "Private Placements") for gross proceeds of a maximum of $250,000, convertible at a discount of 25% 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 at www.sedarplus.ca.

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 multi-country 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 fueled by strategic acquisitions, international franchise expansion, and the unification of its signature methods under the new umbrella brand HOLIX.

About UpStart

UpStart is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction, the Company will not carry on business, - 3 -

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, TSXV acceptance and, if applicable pursuant to TSXV 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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

Forward-Looking Statements

Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include the current status of the Transaction and of the Private Placements, the preparation of the financial statements of Phoenix, and the completion of the closing conditions, including receipt of approval from the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:

dot there is no assurance that the Private Placements will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placements. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;

dot there is no assurance that UpStart and Phoenix will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction); and

dot the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

Additional information identifying risks and uncertainties is contained in filings by UpStart with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

UpStart assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to UpStart. - 4 -

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Mena Beshay, Chief Executive Officer Email: menabeshay@gmail.com Phone Number: 514-616-5356