FW Flow Capital Corp

MiniLuxe Holding Corp. (TSXV:MNLX) (“MiniLuxe” or the “Company”) is pleased to announce that it continues to build off of its recent momentum of performance and capital enhancing transactions with the concurrent refinancing of existing term debt and a new infusion of USD $1.675M (~CDN $2.4M). The refinancing benefits the Company with both incremental capital in the form of a non-amortizing loan (allowing of greater flexible use of the capital) and an extension of the maturity date of all existing loans from Flow Capital to mature alongside this new investment tranche in 2028. Additionally, the Company has agreements in place for the retirement and conversion of ~USD $2.0M (~$2.9M) in convertible notes into equity through shares for debt issuance at a price of USD$0.50. The Company anticipates that the vast majority of its outstanding convertible note holders to be taking an option to convert into equity, and, accordingly, it plans to file imminently with the TSX Venture Exchange for approval of such conversions and will follow such filing with another press release (further details below).

The Company is also pleased to announce that Flow Capital Corporation (TSXV:FW) (“Flow Capital”), a leading provider of flexible growth capital and alternative debt solutions, has completed a follow-on investment of $1.675M USD from its initial term debt investment of $2.5M USD in 2021 and additional $2M USD follow-on in April 2024. The refinancing benefits the Company with incremental capital in the form of a non-amortizing loan, allowing for flexible use of the capital and an extension of the maturity date of the initial debt investment by Flow Capital to 2028. As part of the transaction the Company will be issuing to Flow Capital warrants to purchase 2,761,853 Subordinate Voting Shares of the Company for a period of three years from the date of issuance, with 1,069,545 of the warrants exercisable at a strike price of $0.55 USD (~$.79 CDN) per share, and 1,692,308 of the warrants exercisable at US$0.52 (~.75 CDN) per share. The warrants are subject to a hold period of four months and one day from the issuance date in accordance with applicable securities laws. The refinancing was conditionally approved by the TSX Venture Exchange and remains subject to their final approval.

“We are pleased to be expanding our relationship with Flow Capital with this new infusion of capital that offers us flexibility in its uses while giving us extended maturity to 2028 of the existing debt on hand. Overall, inclusive of this new capital investment and the recent closing of our private placement, MiniLuxe will have more than doubled its 2024 EOY cash-on-hand while reducing its overall debt in the past year by approximately 30 percent,” said Tony Tjan, CEO of MiniLuxe.

Alongside the refinancing, the Company has also finalized additional shares-for-debt agreements to satisfy an aggregate of ~$2.0M (~CDN$2.9M) of outstanding debt related to the principal and accrued but unpaid interest on certain convertible debentures of the Company (the “Debentures”). This is in addition to USD$2,141,521 (~CDN$3.09 million) of principal Debentures previously retired and converted, as announced in the Company’s press releases dated January 2, 2025 and February 10, 2025. The Subordinate Voting Shares to be issued pursuant to the shares-for-debt agreements will be issued at a price of USD$0.50 per share upon TSXV acceptance, with an effective conversion date of March 15, 2025.

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. Through its company-owned and partner-operated studios, Company delivers high-quality nail care and esthetic services that incorporate the brand’s proprietary products. For over a decade, MiniLuxe has been elevating industry standards through healthier, ultra-hygienic services, modern design, ethical labor practices, and better-for-you, cleaner products. MiniLuxe’s vision is to radically transform the highly fragmented and under-regulated self-care and nail care industry through its brand, standards, and technology platform that together enable better talent and client experiences.

Towards building long-term durable value for its stakeholders, MiniLuxe is expanding its reach through franchising and operating JV partners seeking ownership and impact with a brand recognized as the best nail salon franchise. Through self-care and self-expression, MiniLuxe is empowering one of the largest hourly work forces through professional development, economic mobility, and equity ownership. Since its founding, MiniLuxe has performed over 4.5 million services.

About Flow Capital 

Flow Capital is a diversified alternative asset investor and advisor, specializing in providing minimally dilutive capital to emerging growth businesses. For more information on Flow Capital, please visit www.flowcap.com.

For further information

Christine MastrangeloInvestor Relations, MiniLuxe Holding Corp.cmastrangelo@MiniLuxe.comMiniLuxe.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.