Mimi's Rock Corp. Closes Acquisition of All Natural Advice and Maritime Naturals, Restructures Senior Credit Facilities

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

TORONTO, Dec. 13, 2019 /CNW/ - Mimi's Rock Corp. ("Mimi's Rock" or the "Company") (TSXV:MIMI) is pleased to announce the successful completion of its previously-announced acquisition of All Natural Advice Ltd. ("All Natural") and Maritime Naturals Ltd. ("Maritime Naturals") by way of a share purchase transaction. Combined, the acquired businesses generated approximately $5.5 million of revenue and $1.6 million of EBITDA over the past twelve months, with consolidated revenue growing 29% year over year and EBITDA growth of 109% on a year over year basis. In connection with the transaction, the Company has renegotiated its senior credit facility, providing cash for the acquisition while reducing borrowing costs.

"This acquisition is not only immediately accretive, it is also an excellent strategic fit for Mimi's Rock Corp.  All Natural Advice has business in several European countries which were future target markets for us.  This allows us to accelerate our strategy" said Dave Kohler, CEO of Mimi's Rock.

The purchase price was satisfied by (i) payment, in aggregate, of approximately $5.5 million in cash, (ii) the issuance of an aggregate of 3,203,048 common shares in the capital of Mimi's Rock, 75% of which will remain still subject to escrow, and (iii) the assumption of a loan from the vendors in the amount of approximately $2 million, which loan is to be repaid within 12 months of closing. The cash portion of the purchase price is paid with a combination of cash on hand and additional borrowings under the Company's long-term debt facility with the Bank of Nova Scotia, the terms of which was amended and restated on December 13, 2019.

All Natural and Maritime Naturals currently offer products in Germany, Italy, UK and Australia, giving Mimi's Rock immediate access to these markets. The Company believes that their products will allow Mimi's Rock to offer 45 additional SKUs to its already impressive basket of products by offering anti-ageing organic skincare products, all-natural masks & scrubs, acne blemish treatments, beard oils and more.

Senior Debt Refinancing

On December 13, 2019, the Company modified its secured debt facility, as originally entered into on July 6, 2018.  The revised facility matures on December 13, 2022 and provides for a $16,632,000 term loan repayable over four years, initially at the Canadian Bankers' Acceptance ("BA") rate plus 3.0%, or approximately 4.95% effective rate, with quarterly payments of principal and interest beginning March 2020.  The revised credit facility also continues to provide for an operating line of credit, secured by inventory and accounts receivable, as well as corporate credit cards.  Importantly, the requirement that the Company insure its debt with Export Development Canada has been removed, lowering the Company's overall cost of capital.

The facility is secured by all assets of the Company and contains affirmative and negative covenants including compliance with laws and restrictions on additional debt, as well as traditional financial covenants such as debt to earnings and other coverage ratios. 

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.

About Natural Advice and Maritime Naturals

All Natural Advice and Maritime Naturals, based in Ontario and Nova Scotia, respectively, are companies focused on skin and beauty care. Products sold by All Natural and Maritime Naturals are made in Canada and registered under Health Canada and under the EU Cosmetics Act. Together, All Natural and Maritime Naturals have over 45 products in jurisdictions around the world. All Natural 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 4 years.

About Mimi's Rock Corp.

Mimi's Rock Corp. is an online dietary supplement and wellness company operating under the Dr. Tobias brand. The brand features over 30 products including the top selling colon cleansing product and the #1 selling Omega 3 Fish Oil on Amazon.com. The Company currently serves customers in the United States and has rapid growth plans to expand into other markets.

For more information, visit https://mimisrock.com.

Forward Looking Statements

This news release may contain forward-looking statements or "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"). Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

All forward-looking statements reflect the Company's beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company's forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements.

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, internal and external factors disclosed in the most recent annual information form of the Company and other documents publicly filed by the Company. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

SOURCE Mimi's Rock Inc.