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, 2021 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, 2021. 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, 2021.
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 2021. 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 ZychChief Financial Officer,
Corporate Secretary and Director, Rise (905)
825-4011
Zoe KrislockChief Executive Officer,
MiniLuxezkrislock@miniluxe.com
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, 2021 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.
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