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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 "CashConsideration"). 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.
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