/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 28,
2023 /CNW/ - Mimi's Rock Corp. (TSXV:
MIMI) ("MRC" or the "Corporation") is pleased to
announce the successful completion of its previously-announced
statutory plan of arrangement under the provisions of the
Business Corporations Act (Ontario) (the "Arrangement") involving
FitLife Brands, Inc. ("Parent") and its wholly-owned
subsidiary, 1000374984 Ontario Inc. (the "Purchaser" and,
together with the Parent, the "FitLife").
Pursuant to the Arrangement, among other things, the Purchaser
acquired all of the issued and outstanding common shares of the
Corporation (the "Common Shares"). The Arrangement became
effective at 12:01 a.m. (Toronto time) on February 28, 2023 (the "Effective Time"),
resulting in MRC becoming a wholly-owned subsidiary of the
Purchaser.
Dayton Judd, CEO of FitLife
commented, "We are excited to welcome Mimi's Rock to the FitLife
family. We look forward to working closely with the talented
team at Mimi's Rock to help drive further growth and profitability
for their brands."
Under the terms of the Arrangement, each former shareholder of
MRC is entitled to receive a cash consideration of $0.17 per Common Share (the "Cash
Consideration"). Further, under the Arrangement, all options
to acquire Common Shares outstanding immediately prior to the
Effective Time have been accelerated and cancelled in accordance
with their terms.
In order to receive the Cash Consideration in exchange for their
Common Shares, registered shareholders are reminded that they must
complete, sign and return the letter of transmittal to TSX Trust
Company, in its capacity as depositary under the Arrangement,
together with their certificate(s) or DRS advice(s) representing
their Common Shares, in accordance with the tender procedures
described in the Circular (as defined below). Any Common Shares
held in the CDSX system were automatically deposited under the
Arrangement and the beneficial shareholders thereof will receive
the Cash Consideration in respect of such Common Shares. If you
have any questions or require more information with regard to the
procedures for receiving the Cash Consideration, please contact TSX
Trust Company, by (i) telephone at 1-866-600-5869 (North America) or 1-416-342-1091
(International), or (ii) email at tsxtis@tmx.com.
With the Arrangement now complete, MRC intends to cause its
Common Shares to be delisted from the TSX Venture Exchange (the
"Exchange") as soon as reasonably practicable following the
closing of the Arrangement. In connection therewith, MRC intends to
submit an application to the applicable securities regulators to
cease to be a reporting issuer and to terminate its public
reporting obligations.
Further details regarding the Arrangement are set out in MRC's
management information circular dated January 13, 2023 (the "Circular") which is
available on SEDAR (www.sedar.com) under MRC's issuer profile.
Advisors
Bloom Burton Securities acted as financial advisor and Bennett
Jones LLP acted as legal advisor to MRC in connection with the
Arrangement. Stikeman Elliott LLP acted as legal advisor to FitLife
in connection with the Arrangement.
About Mimi's Rock Corp.
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.
Cautionary Statement on Forward-Looking Information
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.