UpStart Investments Files for TSXV Conditional Approval

UPSTART INVESTMENTS INC. (TSXV: UPT.P) 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 in the common shares of UpSta...