MNLX Miniluxe Holding Corp

MiniLuxe, Inc. (“MiniLuxe”) a wholly-owned subsidiary of MiniLuxe Holding Corp (TSXV: MNLX), today announced that on June 20, 2022, it reached and signed a definitive agreement to acquire Paintbox, a leading brand in the nail care industry that is based in New York. Founded in 2014 by beauty editor and trend expert, Eleanor Langston, Paintbox has been an inspiring leader in redefining the industry by utilizing its ties and depth of understanding of the beauty and fashion industry, artistic color theory and creative design to own the standard for modern nail art. Paintbox’s proprietary look-book of modern nail art designs are instantly recognizable, iconic and represent a key growth segment of nail care.

Core to MiniLuxe’s strategy is to become the talent empowerment platform for ethical, clean, and trend-forward nail care. Paintbox has a team of nail art designers that are seen as some of the best in the country and MiniLuxe will look to include the Paintbox standard and look of nail art as part of its talent certification program.

“The essence of MiniLuxe’s strategy is to create the largest certified pool of empowered nail designers that clients and businesses trust the most for self-care treatments in nails and waxing. What Paintbox brings is not just a great brand behind its beautiful nail care services and products, but a nail art standard that will be desirable by nail designers seeking career progression and recognized by clients everywhere as modern in its look and quality in its performance,” said Zoe Krislock, CEO of MiniLuxe.

Today, Paintbox offers services in its Upper East Side NYC studio, where its curated offerings of seasonal looks have created what Langston calls, “a female-centric, third-space environment.” The Paintbox brand has garnered some 300,000 social followers, and its proprietary line of non-toxic polishes and manicure kits have led to collaborations with several prestige brands such as Carolina Herrera, Veronica Beard, and Ulla Johnson. The brand also provides advanced digital and in-person training for their nail designers, which MiniLuxe plans to integrate immediately into its certification programs and Nail Academy.

Paintbox establishes an immediate presence for MiniLuxe in New York and further extends the reach of both the MiniLuxe and Paintbox brands through the expansion of collaborations and the acceleration of product development. MiniLuxe plans on maintaining the Paintbox brand given its equity value and complementary value to MiniLuxe.

“This is unquestionably a brand amplifying and strategic acquisition for our company. Paintbox brings unmatched design and creative IP that we can distribute through our MiniLuxe studio fleet and broader online and e-commerce community. We also believe that Paintbox has significant upside across its services, products, and digital education. We look forward to marrying the management and infrastructure of MiniLuxe to the creative capabilities and brand prowess of Paintbox as we continue transforming the most used beauty service industry in the world,” says Tony Tjan, Executive Chairman and co-founder of MiniLuxe.

“We are thrilled to join the MiniLuxe team and platform,” says Eleanor Langston, Founder of Paintbox. “MiniLuxe is the pioneer in clean and ethical nail services while Paintbox is an authority in nail art and creative self-expression. MiniLuxe is absolutely the best partner for Paintbox, and its scale and infrastructure will help Paintbox realize its full potential. I am so excited for our team to have this opportunity to grow the brand and craft.”

Following the consummation of the transaction, Paintbox will continue to develop its curated design collections and proprietary products in-stores and online. Eleanor Langston will serve as the Brand Steward for Paintbox and the Editor-at-Large for MiniLuxe’s content initiatives.

The consideration for the Paintbox acquisition by MiniLuxe consists of an initial upfront consideration of 1,744,298 subordinate voting shares in MiniLuxe Holding Corp. at a price per share of USD$1.031 (CAD$1.34 at .77 CAD/USD) and additional earnout consideration subject to revenue milestones, at the company’s election of either cash or stock. Key principals of Paintbox have also voluntarily committed to become purchasers of MiniLuxe stock demonstrating their belief to the long-term value creation potential of the deal and MiniLuxe’s overall growth strategy.

Completion of the transaction remains subject to the approval of the TSX Venture Exchange.

About MiniLuxe

MiniLuxe, a Delaware corporation based in Boston, Massachusetts is a digital-first, socially-responsible lifestyle brand and talent empowerment platform for the nail and waxing industry. For over a decade, MiniLuxe has been setting industry standards for health, hygiene, and fair labour practices in its efforts to transform the most used, but highly under-regulated nail care industry. MiniLuxe looks to become one of the largest inclusionary educators and vocational employers, with a diverse, predominantly female and BIPOC workforce on its talent empowerment platform.

Today, MiniLuxe derives its revenue streams from talent (provision of nail care and waxing services) and product (through its own proprietary clean nail care products). MiniLuxe is driven by a fully-integrated digital platform that manages all client bookings, preferences and payments and provides designers with the ability to manage scheduling and client preferences, track their performance and compensation, and access training content. Since its inception, MiniLuxe has performed nearly 3 million services. www.miniluxe.com

For further information

Anthony TjanExecutive Chairman, MiniLuxe Holding Corp.atjan@miniluxe.com www.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.

Forward-looking Statements

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") concerning MiniLuxe Holding Corp. (the “Company”) and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company's financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company's expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "budgets", "scheduled", "estimates", "outlook", "forecasts", "projects", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. The forward-looking information contained herein includes information relating to the terms of the transaction, the proposed completion of the transaction and the expected benefits to be derived by the Company from the transaction.

Many factors could cause the Company's actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the "Risk Factors" section of the Company's filing statement dated November 9, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release. 

Forward-looking information, by its nature, is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company's future growth potential, results of operations, future prospects and opportunities, execution of the Company's business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company's results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.

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.