MIMI Mimis Rock Corp

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 16, 2023 /CNW/ - Mimi's Rock Corp. (TSXV: MIMI) ("MRC" or the "Corporation") is pleased to announce that shareholders of the Corporation ("Shareholders") overwhelmingly approved the proposed arrangement (the "Arrangement") with FitLife Brands, Inc. ("FitLife") at the special meeting of Shareholders held earlier today (the "Special Meeting").

At the Special Meeting, the special resolution authorizing the Arrangement was approved by: (i) approximately 99.9% of the Shareholders present in person or represented by proxy; and (ii) approximately 99.9% of the minority Shareholders, which excluded the votes of Mr. David Kohler, present in person or represented by proxy as determined in accordance with Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions. The Shareholders who participated in the vote represented approximately 43.1% and 27.4%, respectively, of all issued and outstanding common shares of MRC entitled to vote on the special resolution authorizing the Arrangement.

Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, MRC anticipates that closing of the Arrangement will occur on February 28, 2023.

Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including the final approval of the Ontario Superior Court of Justice (Commercial List). The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on February 22, 2023.

On December 4, 2022, the parties entered into a definitive arrangement agreement whereby, subject to the terms and conditions of the arrangement agreement, 1000374984 Ontario Inc., an affiliate of FitLife, agreed to acquire all of the issued and outstanding common shares of MRC by way of a statutory plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario). In addition, pursuant to the Arrangement, all of the outstanding options to acquire shares of MRC, to the extent they have not been exercised prior to MRC's Option Exercise Deadline, will be terminated for no consideration, will be null and void and will cease to have further force and effect.

Further details regarding the Arrangement are set out in the management information circular of MRC dated January 13, 2023, which is available on SEDAR (www.sedar.com) under MRC's issuer profile.

Mimi's Rock Corp. (www.mimisrock.com) is an online dietary supplement and wellness company which market 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.

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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 release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Mimi's Rock Corp.