UpStart Investments Files for TSXV Conditional Approval

Montreal, Quebec--(Newsfile Corp. - August 28, 2026) - UPSTART INVESTMENTS INC. (TSXV: UPT.P) ("UpStart" or the "Company") is pleased to announce that it has filed for conditional approval of its proposed qualifying transaction with the TSX Venture Exchange (the "TSXV") and that the annual audited financial statements of Portail Phoenix Inc. ("Phoenix"), a private company incorporated under the Canada Business Corporations Act, have been completed. On August 24, 2026, UpStart and Phoenix entered into an amended binding letter of intent (the "Amended LOI"), which amends, restates and replaces in its entirety the binding letter of intent dated May 23, 2025 (the "Original LOI").

The Amended LOI reflects updated terms and timelines for the proposed business combination (the "Transaction"). Given the nature of Phoenix's operations the completion of its annual audited financial statements represented a significant undertaking that required considerable time and effort to finalize, and was a principal factor in the revised timeline for the Transaction. With the audited financial statements now completed and the filing for TSXV conditional approval having been submitted, the Company believes it has achieved critical milestones toward the completion of the Transaction. Except as described below, the principal structure of the Transaction remains substantially consistent with the transaction previously announced by the Company on May 27, 2025.

Updated Terms of the Transaction

Pursuant to the Amended LOI, Phoenix will subdivide its 1,521,500 issued and outstanding common shares (the "Phoenix Shares") on such basis as will result in 38,666,667 Phoenix Shares being issued and outstanding following completion of the subdivision, excluding any shares issued pursuant to the Bridge Financing described below. At the effective time of the Transaction, holders of Phoenix Shares will receive one common share of UpStart, on a post-Transaction basis, for each Phoenix Share held, at a deemed price of $0.15 per share.

UpStart currently has 5,411,000 common shares issued and outstanding, warrants exercisable for up to 261,100 common shares and stock options exercisable for up to 490,610 common shares. Phoenix currently has 1,521,500 common shares issued and outstanding and no convertible securities other than the debentures contemplated by the Bridge Financing defined below.

The parties have agreed to proceed diligently and in good faith to negotiate and settle the definitive agreement for execution on or before October 31, 2026, or such other date as may be mutually agreed upon in writing. The parties are targeting completion of the Transaction by no later than December 31, 2026, or such later date as may be mutually agreed upon in writing. The minimum Concurrent Financing defined below is to be completed by September 30, 2026, subject to extension by written agreement of the parties.

Concurrent Financing and Bridge Financing

In connection with the Transaction, the parties contemplate a private placement financing of subscription receipts of UpStart (the "Subscription Receipts") for aggregate gross proceeds of between $1,750,000 and $3,000,000, or such greater amount as may be required by the TSXV to satisfy applicable valuation requirements, at a price of $0.15 per Subscription Receipt (the "Concurrent Financing"). The other terms of the Concurrent Financing remain to be agreed upon by the parties. UpStart has agreed to use its best commercial efforts to assist in delivering a minimum of $500,000 of the Concurrent Financing.

Phoenix also intends to complete a private placement financing of debentures for gross proceeds of up to $400,000 (the "Bridge Financing"), increased from the maximum of $250,000 contemplated under the Original LOI. The debentures will be convertible at a 25% discount to the $0.15 financing price and on such other terms as may be agreed upon by the parties.

Trading Halt

Trading in the common shares of UpStart will remain halted in accordance with the policies of the TSXV and is expected to 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 has been obtained.

Additional Information

Additional information regarding Phoenix and the Transaction, including Phoenix's audited financial statements, will be included in the Company's filing statement or other disclosure document to be filed in connection with the Transaction and will be made available under UpStart's SEDAR+ profile in due course.

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 completion of its Qualifying Transaction, the Company will not carry on business other than the identification and evaluation of companies, businesses 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. 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.

TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Forward-Looking Statements

Certain information in this news release may constitute forward-looking statements or forward-looking information. Forward-looking statements in this news release include statements relating to the proposed Transaction, the Concurrent Financing, the Bridge Financing, the execution of a definitive agreement, the anticipated timing for completion of the Transaction, the receipt of conditional and final TSXV approval and the receipt of regulatory and shareholder approvals. Forward-looking statements are based on management's current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements.

There can be no assurance that the Concurrent Financing, the Bridge Financing or the Transaction will be completed on the terms contemplated or at all, or that all required approvals will be obtained. UpStart assumes no obligation to update forward-looking statements except as required by applicable securities laws.

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.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312017

You May Also Be Interested In

• Electra Therapeutics files for proposed IPO
• TrustBIX Inc. Announces June 30, 2026 Third Quarter Financial Results
• Acceleware Ltd. Reports Second Quarter 2026 Financial and Operating Results