1000374984 Ontario Inc. executed a non-binding letter of intent to acquire Mimi's Rock Corp. (TSXV:MIMI) from a group of shareholders on February 10, 2022. 1000374984 Ontario Inc. entered into a definitive arrangement agreement to acquire Mimi's Rock Corp. from a group of shareholders for CAD 9 million on December 4, 2022. Under the terms of the Arrangement Agreement, shareholders of Mimi's Rock will be entitled to receive cash consideration of CAD 0.17 in exchange for each Share held immediately prior to the effective time of the arrangement. The total equity value of Mimi's Rock , on a fully-diluted basis, of approximately CAD 9.1 million, following the repayment of outstanding debt and other financial obligations of Mimi's Rock to be repaid from the proceeds upon the closing of the transaction. FitLife plans to fund the consideration, the transaction costs, and the working capital investment using a combination of cash on hand and a new, committed term loan not to exceed $12.5 million (CAD 16.8 million) to be provided by First Citizens Bank. In addition, in conjunction with the closing of the Arrangement, the Company intends to enter into a new upsized, undrawn $3.5 million (CAD 4.7 million) revolving line of credit, which facility has already been approved by First Citizens Bank. Following the closing of the Arrangement, the Shares are expected to be de-listed from the Exchange. Mimi's Rock has agreed to pay a termination fee of CAD 1 million if the Arrangement Agreement is terminated in certain circumstances, including if Mimi's Rock enters into an agreement with respect to a superior proposal or if the Board or Special Committee withdraws its recommendation with respect to the arrangement.

The arrangement is subject to, among other things, the approval of the Ontario Superior Court of Justice (Commercial List) by way of interim and final orders, and the satisfaction or waiver of certain closing conditions customary in transactions of this nature, including the Mimi's shareholders approval, third party consents, the absence of material adverse changes in the business and affairs of Mimi's Rock, Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Shares and regulatory approvals. As on February 16, 2023, shareholders of Mimi's Rock Corp. approved the proposed arrangement. Subject to the satisfaction of such conditions, the arrangement is expected to close in the first quarter of 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. Assuming that all approvals are obtained, and all conditions precedent are satisfied or waived, Mimi's Rock Corp. anticipates that closing of the Arrangement will occur on February 28, 2023. The all-cash transaction, with no shares being issued by FitLife, is expected to be highly accretive to existing shareholders once all transaction-related costs have been expensed.

Bloom Burton Securities Inc. acted as financial advisor to the Special Committee of Mimi's Rock and Aaron Sonshine of Bennett Jones LLP is acting as legal advisor to Mimi's Rock. An independent fairness opinion was provided to the Special Committee by BDO Canada LLP, acting as financial advisor to Mimi's. Donald Belovich of Stikeman Elliott LLP is serving as legal advisor to FitLife. TSX Trust Company acted as transfer agent and depository to Mimi's Rock Corp.

1000374984 Ontario Inc. completed the acquisition of Mimi's Rock Corp. (TSXV:MIMI) from a group of shareholders on February 28, 2023. As a result of the transaction, Mimi's Rock Corp. became a wholly-owned subsidiary of 1000374984 Ontario Inc. With the arrangement now complete, Mimi's Rock Corp. intends to cause its Common Shares to be delisted from the TSX Venture Exchange soon.