Mr. Michael Zych reports
RISE CAPITAL CORP. ANNOUNCES COMPLETION OF SUBSCRIPTION RECEIPT FINANCING
Rise Capital Corp. and MiniLuxe Inc. have provided an update with respect to the arm's-length business combination between Rise and MiniLuxe, pursuant to which Rise will acquire all of the issued and outstanding securities of MiniLuxe. Upon completion, the transaction will constitute a reverse takeover of Rise by MiniLuxe, with the resulting company to be renamed MiniLuxe Holding Corp.
In anticipation of the completion of the transaction, MiniLuxe FinCo Corp., a single-purpose corporation established for the purposes of facilitating the transaction, has completed a private placement of subscription receipts for aggregate gross proceeds of approximately $10-million at a price of $1.20 per subscription receipt. Each subscription receipt will be automatically converted immediately prior to the closing of the transaction into one common share of FinCo, following which, as part of the transaction, FinCo will amalgamate with a wholly owned subsidiary of Rise and the common shares of FinCo, including the common shares issued on conversion of the subscription receipts, will be exchanged for an equal number of subordinate voting shares of the company resulting from the transaction in accordance with the terms of the transaction. The private placement was non-brokered, and no finders' fees were paid by FinCo, Rise or MiniLuxe in connection with the private placement.
The proceeds from the private placement are currently being held in escrow until the satisfaction of certain escrow release conditions, including confirmation that all conditions precedent to the transaction, other than the release of such proceeds, have been satisfied.
Rise and MiniLuxe also wish to confirm that: (i) at Rise's shareholders meeting held on Sept. 30, 2021, all resolutions put before the shareholders of Rise were passed unanimously, including receipt of majority of the minority approval for the proposed alteration of Rise's share capital to reclassify Rise's common shares as subordinate voting shares and create a class of proportionate voting shares; and (ii) Rise has confirmed that it will consolidate its outstanding common shares in advance of the completion of the transaction at a one-for-four ratio. Further details regarding these items and the other items dealt with at the Rise shareholders meeting can be found in the management information circular of Rise dated Aug. 20, 2021, which is available on Rise's SEDAR profile. Following the completion of the consolidation and the transaction, it is expected that: (i) existing shareholders of Rise will hold approximately 9 per cent of the outstanding voting shares of the resulting issuer; (ii) existing securityholders of MiniLuxe will hold approximately 85 per cent of the outstanding voting shares of the resulting issuer; and (iii) holders of subscription receipts will hold approximately 6 per cent of the outstanding voting shares of the resulting issuer, in each case treating the proportionate voting shares of the resulting issuer on a one-for-1,000 as converted to subordinate voting share basis.
Rise and MiniLuxe are continuing to progress toward completion of a definitive merger agreement that will be executed by the parties in connection with the transaction. A copy of the merger agreement, once executed, will be available on Rise's SEDAR profile.
"We are thrilled to partner with Rise Capital on this RTO opportunity that will support MiniLuxe in its [environmental, social and governance]-driven mission to empower one of the world's largest vocational classes of diverse women workers while driving an exciting growth plan to transform the nail care industry using technology, brand and new standards," said Mr. Tjan, chairman of MiniLuxe.
About Rise Capital Corp.
Rise is a capital pool company that completed its initial public offering in May, 2021. The common shares of Rise are listed for trading on the TSX Venture Exchange under the stock symbol RSE.P. Rise has not commenced commercial operations and has no assets other than cash. It is intended that the transaction, when completed, will constitute the qualifying transaction of Rise pursuant to Policy 2.4 (Capital Pool Companies) of the TSX-V.
About MiniLuxe Inc.
MiniLuxe, a Delaware corporation based in Boston, Mass., is a digitally driven, socially responsible lifestyle brand and empowerment platform in nail care. For over a decade, MiniLuxe has been setting industry standards for health, hygiene and fair labour practices in its efforts to transform the most used, but poorly regulated beauty service. MiniLuxe seeks to become one of the largest educators and employers of Asian American, Asian Canadian and other diverse members who are part of one of the largest independent work forces of women.
Today, MiniLuxe has revenue streams principally across talent services (nail care and waxing services) and product revenue (through its own proprietary clean nail care products). MiniLuxe is driven by a fully integrated digital-first platform that manages all client bookings, preferences and payments, and provides designers with the ability to manage their scheduling, clientele, bonuses and gratuity, and training content. Since its founding, MiniLuxe has performed over two million services.
Trading in the common shares of Rise has been halted, and is not expected to resume until completion of the transaction or until the TSX-V receives the requisite documentation for the resumption of trading.
Rise will provide further details in respect of the transaction and MiniLuxe, including any required financial information of MiniLuxe, in due course by way of one or more press releases in accordance with the requirements of the CPC policy.
We seek Safe Harbor.
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