UPSTART INVESTMENTS ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION AND ANNOUNCES NEW DIRECTOR AND CFO
/NOT FOR DISTRIBUTION TO
Pursuant to the Transaction, UpStart is anticipated to be renamed to a name to be agreed upon by UpStart and Phoenix (the "Resulting Issuer"). Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed on the TSXV as a Tier 2 Issuer.
Trading of the common shares of UpStart ("UpStart Shares") will remain halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed and accepted by the TSXV and permission to resume trading is obtained from the TSXV. The UpStart Shares were initially halted in connection with the Company's previously announced Qualifying Transaction with
All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise.
The Qualifying Transaction
Pursuant to the Letter of Intent, the parties agreed, subject to satisfaction of certain conditions precedent:
- Phoenix shall subdivide (the "Phoenix Split") the issued and outstanding common shares of Phoenix (the "
Phoenix Shares ") from 1,521,500Phoenix Shares to 38,666,667Phoenix Shares ; and - the holders of the Phoenix Shares will be issued one UpStart Share for each
Phoenix Shares held.
There are currently no outstanding convertible securities of Phoenix.
Information About Phoenix
Phoenix is a vertically integrated wellness company that offers a comprehensive ecosystem of services and products dedicated to personal development, holistic health, and mindful living. Through its flagship brand Studio Diva Yoga, Phoenix operates a growing network of physical and virtual studios providing yoga, meditation, and therapeutic movement programs.
The company also owns and manages Campus, a proprietary educational platform launching in late
Phoenix's ecosystem includes Boutique Nouveau Yoga, a multi-country distribution channel for wellness accessories; Esprit Médias, its
The company is entering a new phase of accelerated growth fueled by strategic acquisitions, international franchise expansion, and the unification of its signature methods under the new umbrella brand HOLIX.
The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in Policy 2.4 of the TSXV) or a related party transaction (as such term is defined in defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions).
Concurrent Private Placement
In connection with the Transaction, Phoenix shall complete:
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- a concurrent private placement financing (the "Subscription Receipt Private Placement") for minimum aggregate gross proceeds of
$1,750,000 up to$3,000,000 (or such other amount as may be required by the policies of the TSXV) pursuant to an offering of subscription receipts of Phoenix ("Subscription Receipts"), to be sold at an issue price of$0.15 per Subscription Receipt (the "Financing Price"), or such other price as may be agreed to by the parties. Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration and without further action on the part of each holder, one Phoenix Share on a post-Phoenix Split basis, subject to adjustment, upon the satisfaction or waiver of the escrow release conditions to be agreed upon by the parties (the "Escrow Release Conditions"). At closing of the Transaction, each Phoenix Share issued pursuant to the conversion of a Subscription Receipt will be automatically exchanged for one Resulting Issuer Share; and - a concurrent private placement financing of debentures of Phoenix (the "Debenture Private Placement" and together with the Subscription Receipt Private Placement, the "Private Placement") for gross proceeds of a maximum of
$250,000 , convertible at a discount of 25% of the Financing Price and on such other terms as agreed to between UpStart and Phoenix.
- a concurrent private placement financing (the "Subscription Receipt Private Placement") for minimum aggregate gross proceeds of
Proceeds from the Subscription Receipt Private Placement will be held in escrow pending satisfaction of the Escrow Release Conditions, which shall include receipt of conditional approval of the Transaction. If the Transaction does not close, proceeds will be returned to subscribers with pro rata interest.
The Resulting Issuer intends to use the net proceeds from the Private Placement to complete the Transaction and to satisfy business development and working capital requirements.
Finders Fees
In connection with and upon completion of the Transaction, the Resulting Issuer shall pay finders fee to two arm's length parties in the amount of
Insiders of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of [3] nominees, all appointed by Phoenix. The directors of the Resulting Issuer are anticipated to be: (i)
Biographies of each anticipated director and officer is provided below:
He is the architect of Phoenix's acquisition roadmap and has played a key role in transforming the organization into a multi-brand ecosystem operating across
Currently completing an Integrated Doctorate in Business Administration (DBA), Patrick is also a seasoned mentor and public speaker who champions purposeful entrepreneurship and life balance. His leadership is defined by transparency, agility, and a relentless focus on creating long-term value for stakeholders.
A Certified Public Accountant (CPA) and holder of a university degree in writing and translation, Maryse brings a rare blend of financial acumen and communication excellence to the leadership team. She serves on Phoenix's Board of Directors as Chief Financial Officer, where she oversees financial governance and leads investor communications with clarity and integrity.
Deeply aligned with Phoenix's mission, Maryse ensures that every initiative remains rooted in authenticity, feminine leadership, and the company's founding values. Her unique ability to bridge vision and precision makes her a driving force in both brand inspiration and strategic execution.
Since 1990 Mr. Power has been an investment banker primarily serving emerging growth companies. Financial experience has included the structuring and negotiating of management buyouts, private and public financings (debt and equity), mergers and acquisitions, and transitioning companies from private to public status. Financial transactions have been structured with a broad range of North American and international investors.
Since 2002,
Significant Conditions to Closing
Completion of the Transaction is subject to a number of conditions precedent under the Letter of Intent including but not limited to: (i) satisfactory due diligence review by UpStart; (ii) approval of the shareholders of UpStart and Phoenix (if required); (iii) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSXV; and (iv) closing of the Subscription Receipt Private Placement. There is no assurance that the Transaction or the Private Placement will be completed on the terms proposed above, or at all.
The parties shall work towards entering into a definitive agreement with respect to the Transaction, which shall contain the terms and conditions set out in the Letter of Intent and such other terms and conditions as are customary for transactions of the nature and magnitude contemplated therein.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is obtained. UpStart intends to apply for a waiver from sponsorship for the Transaction. There is no assurance that a waiver from this requirement will be obtained.
The Financial Statements of Phoenix
The financial statements of Phoenix are currently being generated and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4 of the TSXV Corporate Finance Manual.
Additional Information
Additional information with respect to Phoenix and the Transaction will be included in UpStart's filing statement to be filed in connection with the Transaction, which will be available in due course under UpStart's SEDAR+ profile at www.sedarplus.ca.
Appointment of CFO
The Company also announces the resignation of
A biography of
Mr.
About UpStart Investments Inc.
UpStart is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Cautionary Note
Completion of the Transaction is subject to several conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
The UpStart Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. UpStart is a reporting issuer in
Forward-Looking Statements
Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include information relating to the business plans of the Resulting Issuer, the completion of the Private Placement and the Transaction, the appointment of the directors and officers of the Resulting Issuer, the application for a waiver of the sponsorship requirements, and completion of the closing conditions described above, including receipt of approval from the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:
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there is no assurance that the Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
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there is no assurance that UpStart and Phoenix will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction); and
- the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
Additional information identifying risks and uncertainties is contained in filings by UpStart with the Canadian securities regulators, which filings are available at www.sedarplus.ca.
UpStart assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to UpStart.
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