Mr. Mena Beshay reports

UPSTART INVESTMENTS FILES FOR TSXV CONDITIONAL APPROVAL

Upstart Investments Inc. has filed for conditional approval of its proposed qualifying transaction with the TSX Venture Exchange and the annual audited financial statements of Portail Phoenix Inc., a private company incorporated under the Canada Business Corporations Act, have been completed. On Aug. 24, 2026, Upstart and Phoenix entered into an amended binding letter of intent (LOI), which amends, restates and replaces in its entirety the binding letter of intent dated May 23, 2025.

The amended LOI reflects updated terms and timelines for the proposed business combination. 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 TSX-V 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 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 posttransaction basis, for each Phoenix share held, at a deemed price of 15 cents 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 Oct. 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 Dec. 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 Sept. 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 for aggregate gross proceeds of between $1.75-million and $3-million, or such greater amount as may be required by the TSX-V to satisfy applicable valuation requirements, at a price of 15 cents per subscription receipt. 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, increased from the maximum of $250,000 contemplated under the original LOI. The debentures will be convertible at a discount of 25 per cent to the 15-cent 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 TSX-V, 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 TSX-V 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 TSX-V. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSX-V, 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, TSX-V 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.

We seek Safe Harbor.