MIMI Mimis Rock Corp

FitLife to acquire 100% equity ownership for a cash purchase price of CDN $0.17 per MIMI's share

Following a review of all alternative strategic options available, MIMI's Board of Directors has determined the acquisition provides the best value for Shareholders

Transaction has received unanimous approval of the Board and Special Committee of Mimi's Rock

Shareholders of Mimi's Rock holding approximately 47% of the outstanding shares have entered into voting support agreements in support of the transaction

TORONTO, Dec. 5, 2022 /CNW/ - Mimi's Rock Corp. (the "Company" or "Mimi's Rock") (TSXV: MIMI) (OTCQB: MIMNF) is pleased to announce that it has entered into a definitive arrangement agreement dated December 4, 2022 (the "Arrangement Agreement") whereby an affiliate of FitLife Brands, Inc. ("FitLife") (OTCPK:FTLF) has agreed to acquire all of the issued and outstanding common shares of Mimi's Rock (the "Shares") in exchange for cash consideration of CDN $0.17 per Share (the "Arrangement"), subject to customary closing conditions. The Arrangement is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (Ontario).

The purchase price of CDN $0.17 per Share represents an enterprise value of the Company of approximately $27.2 million on the date hereof and a total equity value of the Company, on a fully-diluted basis, of approximately $9.1 million, following the repayment of outstanding debt and other financial obligations of the Company to be repaid from the proceeds upon the closing of the Transaction. The purchase price of CDN $0.17 per Share represents a premium of approximately 8.5% to the 30-day volume weighted average price (CDN $0.157) of the Shares on the TSX Venture Exchange (the "Exchange") as of the close of market trading on December 2, 2022 (being the last trading day prior to the announcement of the Arrangement).

"Following a comprehensive review of the strategic and financing alternatives available to the Company, we have concluded the acquisition by FitLife provides our shareholders with the best currently achievable combination of an appropriate value for our shares and near-term liquidity, despite the continued strong performance of our brands." said CEO, David Kohler.

Dave Grandin, Chair of the Special Committee remarked, "While we as a Board remained confident in the quality of our Brands and their continued success, after reviewing all the available options going forward, including significant risks and uncertainties in connection with the upcoming maturities of our outstanding debt instruments and the general conditions of the capital markets, we ultimately concluded that the Transaction represents the best outcome for our shareholders that was achievable with an acceptable degree of certainty and an appropriate valuation".

Particulars of the Arrangement

Consideration

Under the terms of the Arrangement Agreement, shareholders of Mimi's Rock (the "Shareholders") will be entitled to receive cash consideration of CDN $0.17 in exchange for each Share held immediately prior to the effective time of the Arrangement.

Shareholder Approval and Support

The Arrangement will require the approval of the Shareholders at a special meeting expected to take place in February, 2023 (the "Mimi's Rock Meeting"). In order to become effective, the Arrangement must be approved at the Mimi's Rock Meeting by: (i) at least two-thirds of the votes cast by Shareholders on a resolution approving the Arrangement; and (ii) a simple majority of the votes cast by Shareholders on a resolution approving the Arrangement, excluding for this purpose the votes attached to the Shares held by persons required to be excluded for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (including the 8,507,750 Shares held by David Kohler, the Chief Executive Officer of the Company, which is not considered to be arm's length to the Company).

Certain Shareholders, who collectively own or control, directly or indirectly, approximately 47% of the Shares, have entered into voting support agreements with affiliates of FitLife to, among other things, vote their Shares in favour of the Arrangement, subject to the provisions thereof.

Required Approvals and Conditions to Closing

The Arrangement is subject to, among other things, the approval of the Ontario Superior Court of Justice (Commercial List) by way of interim and final orders, and the satisfaction or waiver of certain closing conditions customary in transactions of this nature, including the absence of material adverse changes in the business and affairs of Mimi's Rock. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2023.

Board and Special Committee Approval

The board of directors of Mimi's Rock (the "Board") established a special committee of the Board (the "Special Committee"), comprised of independent members of the Board, to assist in the evaluation, supervision and negotiation of the Arrangement.

BDO Canada LLP ("BDO") delivered a fairness opinion (the "Fairness Opinion") to the Special Committee to the effect that, as of December 2, 2022, the consideration to be received by the securityholders of Mimi's Rock (collectively, the "Securityholders") pursuant to the Arrangement is fair, from a financial point of view, to such Securityholders. Based on, among other things, the unanimous recommendation of the Special Committee and the receipt of the Fairness Opinion, the Board unanimously approved the Arrangement, having determined that the Arrangement is in the best interests of Mimi's Rock and fair to the Securityholders.

The full text of the Fairness Opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, along with the terms and conditions of the Arrangement, will be included in the management information circular of Mimi's Rock in connection with the Mimi's Rock Meeting, which is expected to be mailed to the Shareholders in January, 2023.

The Board unanimously recommends that Shareholders vote "FOR" the Arrangement.

Other Terms

The Arrangement Agreement includes representations, warranties and covenants typical of a transaction of this nature, along with customary non-solicitation, right to match, and fiduciary-out provisions. In addition, Mimi's Rock has agreed to pay a termination fee of CDN $1 million if the Arrangement Agreement is terminated in certain circumstances, including if Mimi's Rock enters into an agreement with respect to a superior proposal or if the Board or Special Committee withdraws its recommendation with respect to the Arrangement.

Following the closing of the Arrangement, the Shares are expected to be de-listed from the Exchange.

The Arrangement Agreement, which describes the full particulars of the Arrangement, will be made available on SEDAR (www.sedar.com) under the issuer profile of Mimi's Rock.

Advisors

Bloom Burton Securities Inc. acted as financial advisor to the Special Committee of Mimi's Rock and Bennett Jones LLP is acting as legal advisor to Mimi's Rock. An independent fairness opinion was provided to the Special Committee by BDO Canada LLP.

Stikeman Elliott LLP is serving as legal advisor to FitLife.

Mimi's Rock Corp. is an online dietary supplement and wellness company which markets and sells its products under the Dr. Tobias, All Natural Advice and Maritime Naturals brand names. The Dr. Tobias brand features over 30 products, including the top-selling Colon 14-Day Cleanse and the #1 selling Omega 3 Fish Oil on Amazon.com. All Natural Advice and Maritime Naturals products focus on skin and beauty care. Products sold under the All Natural and Maritime Naturals brand names are made in Canada and registered with Health Canada and under the EU Cosmetics Act. All Natural Advice has been featured on BNN as a top selling skincare brand in Canada, and has been rated the #1 Beauty Brand on Amazon Canada for the past four years.

More information about the Company is available on Mimi's Rock' website (www.mimisrock.com).

FitLife Brands is a developer and marketer of innovative and proprietary nutritional supplements for health-conscious consumers. FitLife markets over 130 different dietary supplements to promote sports nutrition, improved performance, weight loss and general health primarily through domestic and international GNC franchise locations as well as through more than 17,000 additional domestic retail locations and, increasingly, online. FitLife is headquartered in Omaha, Nebraska. For more information please visit the FitLife website at www.fitlifebrands.com.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements or "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"). Often, forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Mimi's Rock operates, and beliefs of and assumptions made by Mimi's Rock' management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Mimi's Rock. The Arrangement Agreement contains conditions to closing and there is no assurance that these conditions will be fulfilled prior to the outside date provided therein. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to Mimi's Rock's financial or operational projections and the growth of Mimi's Rock' businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward- looking nature, including, but not limited to, "intends," "plans," "will likely," "unlikely," "believe," "expect," "seek," "anticipate," "estimate," "continue," "will," "shall," "should," "could," "may," "might," "predict," "project," "forecast," "target," "potential," "forecast," "goal," "objective," "guidance" and "outlook"), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Mimi's Rock believes that in making any such forward-looking statement, Mimi's Rock's expectations are based on reasonable assumptions, any such forward-looking statement involves known and unknown risks and uncertainties that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited to adverse changes in general economic or market conditions or changes in political conditions or federal, provincial or state laws and regulations and the ability of the parties to achieve all of the conditions to the closing in order to consummate the Arrangement (including obtaining any necessary shareholder, court and regulatory approvals for the Arrangement). Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Mimi's Rock does not undertake any obligation to update any forward-looking statement to reflect new events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Mimi's Rock to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward- looking statement contained in this news release is expressly qualified in its entirety by this cautionary statement.

Neither the 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 news release.

SOURCE Mimi's Rock Corp.