MINILUXE ANNOUNCES PROPOSED SHARES FOR DEBT SETTLEMENT

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR

FOR DISSEMINATION IN THE UNITED STATES

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Boston, MA, Feb. 16, 2024 (GLOBE NEWSWIRE) — MiniLuxe Holding Corp. (TSXV: MNLX) (“MiniLuxe” or the “Company”) announces that in order to settle certain debts of the Company, it intends to issue to Paintbox, LLC (“Paintbox”) and certain arm’s length non-management employees of the Company (the “Employees”) an aggregate of 597,446 Class A subordinate voting shares in the capital of MiniLuxe (the “Shares”) at a price of per Share of CAD$0.52 (the “Shares for Debt Transaction”). The Shares for Debt Transaction will settle an aggregate of approximately USD$221,959 owing to Paintbox and the Employees in connection with the Company’s earnout obligations pursuant to its wholly-owned subsidiary’s acquisition of Paintbox in 2022, and certain cash bonus payments owing under the Employees’ employment agreements.

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Completion of the Shares for Debt Transaction is subject to the satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Shares for Debt Transaction will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

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…