Rise Capital Corp. Announces Completion of Subscription Receipt Financing

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TORONTO, Oct. 19, 2021 (GLOBE NEWSWIRE) -- Rise Capital Corp. (TSXV: RSE.P) ("Rise") and MiniLuxe, Inc. ("MiniLuxe") are pleased to provide 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 (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."

In anticipation of the completion of the Transaction, MiniLuxe FinCo Corp. ("FinCo"), a single-purpose corporation established for the purposes of facilitating the Transaction, has completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of approximately CDN$10 million at a price of CDN$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 (the "Resulting Issuer") in accordance with the terms of the Transaction. The Private Placement was non-brokered, and no finder's fees were paid by FinCo, Rise or MiniLuxe in connection with the Private Placement.

The proceeds from the Private Placement 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 September 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 in order to re-classify 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 on a 4:1 ratio (the "Consolidation"). 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 August 20, 2021, which is available on Rise's SEDAR profile at www.sedar.com. Following the completion of the Consolidation and the Transaction, it is expected that: (i) existing shareholders of Rise will hold approximately 9% of the outstanding voting shares of the Resulting Issuer; (ii) existing securityholders of MiniLuxe will hold approximately 85% of the outstanding voting shares of the Resulting Issuer; and (iii) holders of subscription receipts will hold approximately 6% of the outstanding voting shares of the Resulting Issuer, in each case treating the proportionate voting shares of the Resulting Issuer on a 1:1,000 as-converted to subordinate voting shares basis.