SOURCE: Minichiello Apparel Inc.

September 07, 2017 20:04 ET

Minichiello Apparel Inc.: Issues Shares under Plan of Arrangement -- Opens First Cattivo Ragazzo Studio

VANCOUVER, BC--(Marketwired - September 07, 2017) - Minichiello Apparel Inc. ("Minichiello" or the "Company") is pleased to announce it has opened its apparel studio location at 36 Water Street in the trendy Gastown District of Vancouver. Cattivo Ragazzo is a luxury e-commerce brand owned by Minichiello combining direct measurement with the latest measurement software. Cattivo Ragazzo is positioned in the gap between the classic, expensive, brick-and-mortar, high fashion houses, and the entry level online custom suit retailers. Minichiello makes it easy for men to get exceptional value in a custom tailored suit for a look that is professional, fashionable and truly sophisticated. Dino Minichiello continues his father's legacy dating back to 1964, the year in which Paul Minichiello founded the Minichiello tailoring legacy. Today, like his father, Dino is a fashion designer, renowned for his innovative designs and bold approach to menswear, setting his sights to redefine luxury in online menswear.

Subject to raising capital in addition to realizing sufficient cash flow from sales the Company's plans are to instill Artificial intelligence in continued software development, the opening of micro boutique locations in strategic urban locations and working with our existing Italian manufacturers to vertically integrate production.

Minichiello is a reporting issuer formed by a Plan of Arrangement procedure and has issued 2,858,847 common shares on a pro rata basis to shareholders of record as of January 25, 2015 in 0941092 B.C. Ltd (the "Plan of Arrangement"). The Company's board of directors approved a 3:1 common share consolidation on April 20, 2017. The consolidation is reflected in the number of shares issued pursuant to the Plan of Arrangement. The Company completed a share issuance of 2,858,847 common shares pursuant to the Plan of Arrangement on August 31, 2017.

Pursuant to a Canadian Agency and Purchase Agreement between the Company and Dino Minichiello dated July 4, 2017 the Company agreed to issue to Dino Minichiello or his assignee up to 7,000,000 post-consolidation common shares and up to 4,000,000 preferred shares of the Company in consideration for Dino selling to the Company the right to market, sell and/or otherwise distribute Dino's fashion products in Canada.

The Company was cease traded by the BC Securities Commission on December 2, 2016 for failure to file the audited financial statements for the fiscal year ended July 31, 2016 and on June 2, 2017 the Company filed the audited statements and the quarterly statements for the six months ended January 31, 2017. The BC securities maintained the cease trade to conduct a continuous disclosure review under its procedures for cease trade orders exceeding 90 days. The subsequent quarterly financial statements and MD&A for the nine months ended April 30, 2017 was filed June 29, 2017 and then amended and refiled August 29, 2017 and August 31, 2017. Explanations of changes made were posted on SEDAR with the Amended Statements. The rescission order of the BCSC was issued September 1, 2017.

Several additional filings were made on SEDAR in satisfaction of requests by the BCSC, consisting of amended Schedules filed August 22, 2017 to the shareholder circular by 0941092 B.C. Ltd. originally dated July 14, 2014, which gave rise to the formation of the Company, Executive Compensation Form in lieu of past shareholder circular where the shareholder meeting was waived, and material agreements.

For further details on the formation of the Company this press release should be read together with the shareholder circular by 0941092 B.C. Ltd. originally dated July 14, 2014 and the amended schedules filed August 22, 2017, and all the above-mentioned documents available under the Company's profile at www.sedar.com.

FORWARD-LOOKING INFORMATION: Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "anticipates", and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events.

CAUTIONARY DISCLAIMER STATEMENT: The Company is not listed on any stock exchange. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

ON BEHALF OF THE BOARD OF DIRECTORS OF MINICHIELLO APPAREL INC.

Donald Gordon, Director

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