Ms. Christine Mastrangelo reports
MINILUXE COMPLETES SHARES FOR DEBT SETTLEMENT
Miniluxe Holding Corp., further to its news release dated Sept. 5, 2025, has completed its share-for-debt settlement with The Cue Ball Group LLC. An aggregate of 118,750 Class A subordinate voting shares in the capital of Miniluxe were issued to Cue Ball Group at a deemed price of cents 40 Canadian per share. The share-for-debt transaction will settle an aggregate of approximately $34,237 (U.S.) ($47,500 (Canadian)) past due to Cue Ball in connection with outstanding expenses and services taken on and provided by Cue Ball on behalf of the company.
This share-for-debt transaction was deemed to be in the best interest of the company and shareholders as it reduced a long-standing outstanding liability and conserved capital that could be deployed for higher returning purposes. Further, Cue Ball had given a material discount to service performed or expenses owed.
The participation of an insider, being a related party of the company, means that the share-for-debt transaction is considered to be a related party transaction of the company for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company completed the share-for-debt transaction in reliance on exemptions from the formal valuation and minority approval requirements of MI 61-101. In particular, the share-for-debt transaction is exempt from the formal valuation requirement under Section 5.4 of MI 61-101 pursuant to Section 5.5(b), as the company is not listed on a specified market as defined in MI 61-101. The share-for-debt transaction is also exempt from the minority approval requirement under Section 5.6 pursuant to Section 5.7(1)(a), as the fair market value of the shares issued to related parties does not exceed 25 per cent of the company's market capitalization.
All securities issued pursuant to the share-for-debt transaction are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.
About Miniluxe Holding Corp.
Miniluxe, a Delaware corporation based in Boston, Mass., 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, ultrahygienic services, a modern design esthetic, socially responsible labour practices and better-for-you, cleaner products. Miniluxe aims to radically transform a highly fragmented and underregulated 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 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 (equity participation and future franchise opportunities). Since its inception, Miniluxe has performed over four million services.
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