MiniLuxe Holding — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

RISE CAPITAL CORP.

SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Rise Capital Corp. (the "Corporation"):

NOTICE IS HEREBY GIVEN that the Special Meeting (the "Meeting") of the shareholders of the Corporation will be held on September 30, 2021 at 1:00 p.m. (Toronto Time) at 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1 for the following purposes:

1. to consider and, if thought appropriate, approve with or without amendment a special resolution authorizing the Corporation to increase the number of directors of the Corporation from four (4) to five (5) immediately prior to the Effective Time (as that term is defined in the information circular in respect of the Meeting) (the "Circular") and authorizing the directors to set the number of directors within the minimum and maximum numbers provided for in the articles of the Corporation by way of resolution from time to time;

2. to elect, conditional on and effective in connection with the completion of the Transaction (as that term is defined in the Circular) with MiniLuxe, Inc. ("MiniLuxe"), Zoe Krislock, Anthony Tjan, Vernon Lobo, Mats Lederhausen and Stefanie Jay as the new directors of the Corporation as it exists immediately following the completion of the Transaction (the "Resulting Issuer"), as more particularly described in the Circular;

3. to re-appoint the auditor of the Corporation for the ensuing year and, conditional on and effective in connection with the completion of the Transaction, to appoint RSM US LLP the auditor of the Resulting Issuer to hold office from the Effective Time until the next annual meeting of shareholders, and to authorize the directors to fix the remuneration of the auditor;

4. to consider and, if thought appropriate, approve with or without amendment, conditional on and effective in connection with the completion of the Transaction, an ordinary resolution approving the omnibus equity incentive compensation plan of the Resulting Issuer, as more particularly described in the Circular;

5. to consider and, if thought appropriate, approve with or without amendment, conditional on and effective in connection with the completion of the Transaction, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to "MiniLuxe Holdings Corp." or such other name as may be agreed by MiniLuxe and the Corporation, or as required by applicable regulatory authorities;

6. to consider and, if thought appropriate, approve with or without amendment, conditional on and effective in connection with the completion of the Transaction, a special resolution approving the amendment of the articles of the Corporation to create a new class of Class B proportionate voting shares of the Corporation and to amend the rights and restrictions of the common shares of the Corporation (the "Common Shares") and to re-designate the Common Shares as Class A subordinate voting shares of the Corporation, as more particularly described in the Circular;

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1. to consider and, if thought appropriate, approve with or without amendment, conditional on and effective in connection with the completion of the Transaction, a special resolution authorizing the board of directors to determine, in its sole discretion, a consolidation ratio within the range of one (1) of the Corporation's post-consolidation Common Share for between every two (2) to ten (10) of the Corporation's pre-consolidation Common Shares (the "Consolidation Ratio"), and to effect a share consolidation of all of the Corporation's issued and outstanding Common Shares on the basis of such Consolidation Ratio (the "Consolidation"), as more particularly described in the Circular;

2. to consider and, if thought appropriate, approve with or without amendment, an ordinary resolution ratifying, confirming and approving an amendment to By-law No. 1 of the Corporation to reflect the repeal on July 5, 2021 of subsection 118(3) of the Business Corporations Act (Ontario), as more particularly described in the Circular; and

3. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular.

Only shareholders of record of Common Shares at the close of business on August 12, 2021 are entitled to notice of and to attend the Meeting or any adjournments thereof and to vote thereat.

Registered holders of Common Shares who are unable to be present at the Meeting are requested to date and sign the enclosed form of proxy and return it to Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof.

Beneficial shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof.

The Meeting will begin at 1:00 p.m. (Toronto Time) on September 30, 2021. Shareholders and duly appointed proxyholders can attend the Meeting in person at 20 Holly Street, Suite 300, Toronto, Ontario, M4S 3B1.

IN LIGHT OF COVID-19, WE STRONGLY ENCOURAGE SHAREHOLDERS TO VOTE IN ADVANCE OF THE MEETING IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THIS INFORMATION CIRCULAR, AND SHAREHOLDERS ARE ENCOURAGED NOT TO ATTEND THE MEETING IN PERSON IF AT ALL POSSIBLE.

The ability of shareholders and proxyholders to attend the Meeting in person is subject to any governmental orders applicable at the time of the Meeting which might prevent or restrict shareholders and duly appointed proxyholders from attending in person. In addition, only shareholders and proxyholders who provide appropriate evidence of vaccination against COVID-19 will be permitted to attend the Meeting in person.

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Shareholders and proxyholders who do wish to attend the Meeting in person should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html).

We ask that shareholders and proxyholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including Public Health Ontario and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any symptoms of COVID-19.

DISCLAIMER

ANY PERSON WHO ATTENDS THE MEETING IN PERSON DOES SO AT HIS OR HER OWN RISK AND BY ATTENDING THE MEETING IN PERSON, SUCH PERSON ACKNOWLEDGES AND AGREES THAT THE CORPORATION AND THE DIRECTORS, OFFICERS AND AGENTS THEREOF ARE NOT LIABLE TO THE PERSON FOR ANY ILLNESSES OR OTHER ADVERSE REACTIONS THAT MAY RESULT FROM SUCH PERSON'S ATTENDANCE AT THE MEETING. ANY PERSON WHO ATTEMPTS TO ENTER THE MEETING BUT IS DENIED ENTRY ACKNOWLEDGES AND AGREES THAT HE, SHE OR IT SHALL HAVE NO CLAIM AGAINST THE CORPORATION OR ITS DIRECTORS, OFFICERS OR AGENTS FOR SUCH DENIAL OF ENTRY INTO THE MEETING.

Any person who is experiencing any symptoms of COVID-19, or is unable to provide appropriate evidence of vaccination, will not be permitted entry into the Meeting. We may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak in our sole discretion.

The situation with COVID-19 continues to evolve as we prepare this document. It is possible that there may be new restrictions or other regulatory actions prior to the Meeting that may impact the procedures or arrangements for the Meeting. If any such developments cause a change in the Meeting arrangements described in this document, the Corporation will advise shareholders by issuing a news release, a copy of which will be available on SEDAR at http://www.sedar.com and will be incorporated by reference herein.

Non-registered beneficial shareholders should follow the instructions of their intermediaries in order to vote their shares.

DATED as of the 20th day of August, 2021.

(Signed) "Vernon Lobo"

Vernon Lobo

Chief Executive Officer

Rise Capital Corp.