MINILUXE ANNOUNCES CLOSING OF SECOND TRANCHE OF CONVERTIBLE NOTE FINANCING

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR

FOR DISSEMINATION IN THE UNITED STATES

Boston, MA, Jan. 22, 2024 (GLOBE NEWSWIRE) -- MiniLuxe Holding Corp. (TSXV: MNLX) ("MiniLuxe" or the "Company") is pleased to announce the final second closing of a non-brokered convertible debenture unit offering (the "Offering"), for gross proceeds of approximately USD$1,250,000, and aggregate gross proceeds of over USD$3,800,000 cumulatively across both tranches. For more details regarding the Offering please see the Company’s press releases dated November 30, 2023, and December 22, 2023.

The second tranche of the Offering resulted in the issuance of 1250 units of the Company (each, a "Unit" and collectively the "Units") at a price of $1,000 USD per Unit, and on the same terms as the first tranche. Each Unit consists of one $1,000 USD principal amount, 11.5% paid-in-kind simple interest for an unsecured convertible Debenture of the Company (each, a "Debenture" and collectively the "Debentures"), with each Debenture maturing 42 months following the issuance date, and such number of Class A subordinate voting share purchase warrants (each a "Warrant" and collectively the "Warrants") as is equal to 15% of the principal amount of Debentures. Each Warrant entitles the holder thereof to acquire such number of Class A subordinate voting shares as is equal to 15% of the principal amount of the Debentures at a price of $0.52 USD (or ~$0.70 CDN) per share for a period of 42 months from the grant date.

The Debentures and Warrants issued pursuant to the Offering are subject to a hold period of four months and one day from the issuance date in accordance with applicable securities laws.

“We are pleased with the continued investment interest in our Company and to have been able to raise more than initially anticipated for this point in time. Equally important to the quantum of capital raised is the quality of it coming from long-term focused investors. This incremental investment will help us towards some important strategic initiatives over the next 12-24 months including our fleet expansion through franchising,” said Tony Tjan, CEO of MiniLuxe.

Certain directors and officers of the Company (collectively, the "Insiders") participated in the Offering and, as such, the closing of the Offering may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation in the closing of the Offering. No special committee was established in connection with the Offering or the participation of the Insiders in the closing of the Offering, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. Further details will be included in a material change report that will be filed by the Company in connection with the completion of the closing of the second tranche of the Offering. The Company did not file a material change report more than 21 days before the closing date of the second tranche of the Offering as the terms of the second tranche of the Offering and the total amount to be invested by the Insiders were not settled until shortly prior to closing, and the Company wished to complete the final tranche of the Offering on an expedited basis for sound business reasons.