NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Nov. 12, 2023 (GLOBE NEWSWIRE) — Rise Capital Corp. (TSXV: RSE.P) (“Rise”) and MiniLuxe, Inc. (“MiniLuxe”) are pleased to provide a further 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 (the “Transaction”). Upon completion, the Transaction will constitute a reverse take-over of Rise by MiniLuxe, with the resulting company (the “Resulting Issuer”) to be renamed “MiniLuxe Holding Corp.”.
The TSX Venture Exchange (the “TSXV”) has granted its conditional approval for the listing of the Resulting Issuer subordinate voting shares on the TSXV. Rise has filed a copy of its filing statement dated November 9, 2023 on SEDAR (the “Filing Statement”). Investors are encouraged to review the Filing Statement on Rise’s SEDAR profile at www.sedar.com, which provides detailed information about, among other things, the Transaction, MiniLuxe and the business and operations of the Resulting Issuer. The parties expect to close the Transaction on or about November 26, 2023. Rise received unanimous approval from its shareholders for all matters required to implement the Transaction at its annual and special meeting held on September 30, 2023.
Listing of the subordinate voting shares of the Resulting Issuer on the TSXV is subject to satisfaction of all requirements of the TSXV. A further news release will be issued by Rise if and when such requirements have been satisfied.
About Rise
Rise is a “capital pool company” that completed its initial public offering in May 2023. The common shares of Rise are listed for trading on the TSXV 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 TSXV.
About MiniLuxe
MiniLuxe, a Delaware corporation based in Boston, Massachusetts 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 workforces 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 2 million services.
Trading Halt
Trading in the common shares of Rise has been halted and is not expected to resume until completion of the Transaction or until the TSXV receives the requisite documentation for the resumption of trading.
For more information, please contact:
Michael Zych
Chief Financial Officer, Corporate Secretary and Director, Rise
(905) 825-4011
Zoe Krislock
Chief Executive Officer, MiniLuxe
[email protected]
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 management information circular or filing statement 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. All information contained in this press release with respect to Rise and MiniLuxe was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information and Statements
This press release contains certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information contained herein may include, but is not limited to, information concerning the Transaction, the Financing, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of Rise and MiniLuxe to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information.
Rise cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Rise and MiniLuxe, including expectations and assumptions concerning Rise, MiniLuxe, the Resulting Issuer, the Transaction, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other applicable closing conditions, as well as other risks and uncertainties, including those described in Rise’s final prospectus dated May 6, 2023 and the Filing Statement, copies of which is available on SEDAR at www.sedar.com.
In connection with the forward-looking information and forward-looking statements contained in this press release, Rise has made certain assumptions. Although Rise believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Rise does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to Rise or persons acting on its behalf is expressly qualified in its entirety by this notice.
