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MINILUXE COMPLETES SHARES FOR DEBT SETTLEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED...

articleMiniluxe Holding Corp.September 26, 20254/company/miniluxe-holding-corp/news/miniluxe-completes-shares-for-debt-settlement
MINILUXE COMPLETES SHARES FOR DEBT SETTLEMENT

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[{"type":"text","content":"MINILUXE COMPLETES SHARES FOR DEBT SETTLEMENT\n\n\n\n\n NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR\n \n\n\n FOR DISSEMINATION IN THE UNITED STATES\n \n\n\n Boston, MA, Sept. 26, 2025 (GLOBE NEWSWIRE) -- MiniLuxe Holding Corp. (TSXV: MNLX) (“\n \n MiniLuxe\n \n ” or the “\n \n Company\n \n ”) announces that, further to its press release dated September 5, 2025, the Company has completed its shares-for-debt settlement with The Cue Ball Group, LLC (“\n \n Cue Ball\n \n ”). An aggregate of 118,750 Class A subordinate voting shares in the capital of MiniLuxe (the “\n \n Shares\n \n ”) were issued to Cue Ball Group at a deemed price of CAD$0.40 per share (the “\n \n Shares for Debt Transaction\n \n ”). The Shares for Debt Transaction will settle an aggregate of approximately USD$34,237 (C$47,500) past due to Cue Ball in connection with outstanding expenses and services taken on and provided by Cue Ball on behalf of the Company.\n \n\n This shares for debt transaction was deemed to be in the best interest of the Company and shareholders as it reduced a longstanding outstanding liability and conserved capital that could be deployed for higher returning purposes. Further, Cue Ball had given a material discount to service performed or expenses owed.\n \n\n The participation of an insider, being a \"related party\" of the Company, means that the Shares for Debt Transaction is considered to be a \"related party transaction\" of the Company for purposes of Multilateral Instrument 61-101 -\n \n Protection of Minority Security Holders in Special Transactions\n \n (\"\n \n MI 61-101\n \n \"). The Company completed the Shares for Debt Transaction in reliance on exemptions from the formal valuation and minority approval requirements of MI 61-101. In particular, the Shares for Debt Transaction is exempt from the formal valuation requirement under Section 5.4 of MI 61-101 pursuant to Section 5.5(b), as the Company is not listed on a specified market as defined in MI 61-101. The Shares for Debt Transaction is also exempt from the minority approval requirement under Section 5.6 pursuant to Section 5.7(1)(a), as the fair market value of the shares issued to related parties does not exceed 25% of the Company's market capitalization.\n \n\n All securities issued pursu...

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