Mimi's Rock Corp. Announces $1.5 Million Private Placement of Subordinated Secured Debentures

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

TORONTO, Dec. 1, 2021 /CNW/ - Mimi's Rock Corp. (the "Company") is pleased to announce the closing of its $1.5 million non-brokered private placement of subordinated secured debentures (the "Placement").

Placement of Subordinated Secured Debentures

The Company announces today that it has closed its non-brokered private placement of $1.5 million of subordinated secured debentures (the "Debentures") consisting of $10,000 principal amount per Debenture (the "Principal Amount"). The Debentures will mature on November 24, 2023 (the "Maturity Date") and will bear a 10.0% p.a. total cash yield, consisting of an 8.0% p.a., payable quarterly and an annual maintenance fee of 2%, paid annually in advance.

In connection with the Placement, subscribers were granted 3,571 common shares of the Company (each, a "Bonus Share") for each $10,000 of Principal Amount of Debentures or 560,706 Bonus Shares in the aggregate.

Proceeds of the Placement are expected to be used by the Company for working capital and general corporate purposes.

In connection with the Placement, the Company paid a cash commission equal to up to 5% of the gross proceeds from the sale of Debentures (the "Cash Fee") sold pursuant to the Placement (other than in respect of proceeds from sales to persons on a "president's list", in respect of which no fee was paid), or $66,000 in the aggregate, and such number of non-transferrable compensation warrants (the "Compensation Warrants") as is equal to 5% of the gross proceeds from the sale of Debentures sold pursuant to the Placement (other than in respect of proceeds from sales to persons on a "president's list", in respect of which no fee was paid) divided by  $0.28, or 66,000 Compensation Warrants in the aggregate. Each Compensation Warrant entitles the holder thereof to purchase one common share of the Company at $0.50 per share until November 24, 2022.

The securities issued in connection with the Placement are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation.

In connection with the Placement, the Company issued an aggregate $150,000 principal amount of Debentures and 53,571 Common Shares to affiliates of Hueniken Asset Management Inc. ("Hueniken"). The issuance of such securities to Hueniken, an insider of the Company (as defined under applicable securities laws), constitutes a "related party transaction" within the meaning of Policy 5.9 ? Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange ("TSXV") and Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its Common Shares being listed on the TSXV) and the exemption from the minority approval requirement in section 5.7(1)(b) of MI 61-101 (as neither the fair market value of the securities distributed to Hueniken pursuant to the Placement, nor the consideration paid by Hueniken exceeded $2,500,000).

About the Company

Mimi's Rock Corp. (formerly Commerce Acquisition 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.

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.

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.