Boston, MA, Sept. 05, 2025 (GLOBE NEWSWIRE) — MiniLuxe Holding Corp. (TSXV: MNLX) (“MiniLuxe” or the “Company”) announces that in order to settle certain debts of the Company, it intends to issue to Cue Ball Capital, LLC (“Cue Ball”) an aggregate of 345,000 Class A subordinate voting shares in the capital of MiniLuxe (the “Shares”) at a price of CAD$0.40 per share (the “Shares for Debt Transaction”), being the closing price of the Shares on the TSX Venture Exchange on the prior trading day. The Shares for Debt Transaction will settle an aggregate of approximately USD$100,000 owing to Cue Ball in connection with certain advisory and consulting services provided by Cue Ball, which amount has accrued and remains unpaid as of the date hereof.
Completion of the Shares for Debt Transaction is subject to the satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Shares for Debt Transaction will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.
The participation of an insider, being a “related party” of the Company, means that the Shares 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 (“MI 61-101“). The Company will complete the Shares for Debt Transaction in reliance on exemptions from the formal valuation and minority approval requirements of MI 61-101. In particular, the Shares 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 Shares 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% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About MiniLuxe
MiniLuxe, a Delaware corporation based in Boston, Massachusetts. MiniLuxe 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, ultra-hygienic services, a modern design esthetic, socially responsible labor practices, and better-for-you, cleaner products. MiniLuxe aims to radically transform a highly fragmented and under-regulated 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 (e.g., equity participation and future franchise opportunities). Since its inception, MiniLuxe has performed over 4 million services.
For further information
Christine Mastrangelo
Corporate Secretary and Investor Relations, MiniLuxe Holding Corp.
cmastrangelo@miniluxe.com
miniluxe.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
