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With conversion of all outstanding convertible debentures at a 25% premium to market, MiniLuxe reduces debt on balance sheet by 30% percent netting a positive $2.7M (~$3.86M) capital-enhancing transaction
Boston, MA, March 21, 2025 (GLOBE NEWSWIRE) — MiniLuxe Holding Corp. (TSXV: MNLX) (“MiniLuxe” or the “Company”) today announces the successful completion of the previously announced and anticipated conversion of its convertible debentures (the “Debentures”) following its recent oversubscribed private placement. Notably, the Company has finalized agreements to convert all outstanding Debentures at a deemed price of US$0.50, representing a ~25 percent premium to yesterday’s closing price of MNLX at CDN$0.56.
With this conversion, MiniLuxe has eliminated all convertible debt, further strengthening its financial foundation and momentum. Overall, inclusive of a recent expansion of new investment of $1.675M from Flow Capital, overall debt on the Company’s balance sheet has been reduced by 30 percent.
The Debentures will be converted into Subordinate Voting Shares of the Company at a deemed price of US$0.50 (~CDN$0.70) per share pursuant to debt settlement agreements with Debentureholders, with an effective conversion date of March 15, 2025. In this final round of conversions, the Company settled an aggregate of approximately USD$2.7 million (~CDN$3.86 million) of outstanding debt related to the principal and accrued but unpaid interest on the outstanding Debentures. This is in addition to USD$2,141,521 (~CDN$3 million) of principal and interest on Debentures converted in the first and second tranches of conversions, as previously announced on January 2, 2025, and February 25, 2025. Following this conversion, no Debentures of the Company will remain issued or outstanding.
Alongside the Debenture conversions, an aggregate of 60,000 Subordinate Voting Shares will be issued to certain arm’s length non-management employees at a price of per share of US$0.50, in satisfaction of an aggregate of USD$30,000 previously owing by the Company to the employees pursuant to earnout bonuses. The share for debt issuance as part of employee compensation signals the team’s belief in the long-term prospects of the Company’s growth and equity value. The issuances of these shares to employees is also consistent with MiniLuxe’s compensation philosophy of substituting a portion of base or bonus cash for equity to be more aligned with shareholder value-creation.
Collectively across the Debenture conversions and employee earnotus a total of 5,473,785 Subordinate Voting Shares will be issued. The completion of both debt settlements remains subject to the satisfaction of customary closing conditions including the approval of the TSX Venture Exchange.
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.
For further information
Christine Mastrangelo
Investor Relations, MiniLuxe Holding Corp.
cmastrangelo@MiniLuxe.com
MiniLuxe.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.
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