TORONTO, Aug. 24, 2020 /CNW/ - Mira X Acquisition Corp.
("Mira X") (TSXV: MIRA.P) is pleased to announce that it has
entered into a letter of intent dated August
24, 2020 with 6384269 Canada Inc. (dba as GURU Beverage Co
& GURU Beverage Inc.) ("GURU") to complete a going-public
transaction in Canada for GURU
(the "Proposed Transaction").
GURU is a vibrant, fast-growing beverage company that pioneered
the world's first natural plant-based energy drink back in 1999.
Headquartered in Montreal, Canada,
GURU markets organic energy drinks in Canada and the
United States with a distribution network of more than
15,000 points of sale. GURU has built an authentic brand that
focuses on what's good for you. It is committed to expanding its
geographic footprint to deliver good energy that never comes at the
expense of consumers' health.
If the Proposed Transaction is completed, it is anticipated that
the board of directors of the Resulting Issuer (as defined below)
will consist of no fewer than five (5) directors (the "New
Directors"), each of whom will be nominated by GURU. The executive
officers of the Resulting Issuer will be appointed by GURU and are
expected to include GURU's current CEO, Carl Goyette, Founder & Executive Chairman,
Joe Zakher, and Chief Financial
Officer, Ingy Sarraf. The New
Directors will be put forth and nominated at a meeting of Mira X's
shareholders to be held prior to the completion of the Proposed
Transaction.
In conjunction with, and prior to the closing of the Proposed
Transaction, GURU intends to complete a brokered private placement
of subscription receipts of GURU (each, a "Subscription Receipt")
at a price of $5.00 per Subscription
Receipt for gross proceeds of $20.0
million led by Stifel Nicolaus Canada Inc. (the "Private
Placement"), with an option to be granted to the agents to increase
the size of the Private Placement by up to $3.0 million for total gross proceeds of
$23 million, . It is anticipated that
each Subscription Receipt will be automatically exchanged for or
converted automatically into one (1) Class A share of the GURU
(each, a "GURU Share") at the Exchange Ratio (as defined herein)
upon the satisfaction of specified escrow release conditions, which
will include the completion or waiver of all conditions precedent
to the Proposed Transaction and the conditional approval for
listing of the common shares of the Resulting Issuer on the TSX
Venture Exchange.
For the purposes of the Proposed Transaction, the deemed value
of each outstanding common share of Mira X will be $0.065 (on a pre-consolidation basis). Pursuant
to the Proposed Transaction, it is currently intended that: (i) the
outstanding common shares of Mira X will be consolidated at a
consolidation ratio to be determined by the parties to the Proposed
Transaction based on the price per Subscription Receipt of the
Private Placement (the "Consolidation"); and (ii) the holders of
GURU Shares (including those investors in the Private Placement)
will receive one (1) common share of the Resulting Issuer in
exchange for each outstanding GURU Share (on a post-Consolidation
basis and following a GURU share split) (the "Exchange Ratio"). The
outstanding options of Mira X will be cancelled. Following the
completion of the Proposed Transaction, the securityholders of GURU
(including those investors under the Private Placement) will hold a
significant majority of the outstanding common shares of the
Resulting Issuer.
It is intended that the Proposed Transaction will proceed by way
of a "three-cornered" amalgamation of GURU with a wholly-owned
subsidiary of Mira X ("Mira X Subco") pursuant to the terms of a
definitive agreement to be entered into by Mira X, Mira X Subco and
GURU (the "Definitive Agreement"). For convenience, Mira X, as it
will exist after completion of the Proposed Transaction, is
sometimes referred to herein as the "Resulting Issuer".
Mira X intends that the Proposed Transaction will constitute its
"Qualifying Transaction" under Policy 2.4 - Capital Pool Companies
of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction
will be an arm's length transaction.
A comprehensive press release with further particulars relating
to the Proposed Transaction and the Resulting Issuer will follow in
accordance with the policies of the TSXV.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: completion of
satisfactory due diligence; execution of the Definitive Agreement;
receipt of regulatory approvals; acceptance of the Proposed
Transaction as Mira X's Qualifying Transaction by the TSXV; receipt
of approval for the listing of the common shares of the Resulting
Issuer; shareholders of GURU approving the Proposed Transaction and
such other matters necessary to complete the Proposed Transaction;
and shareholders of Mira X approving certain matters ancillary to
the Proposed Transaction, including the appointment of the New
Directors, subject to the completion of the Proposed Transaction.
Subject to the foregoing conditions, the parties intend to enter
into a definitive agreement by September 30,
2020 and complete the Proposed Transaction by November 15, 2020. There can, however, be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon.
Trading in securities of a capital pool company should be
considered highly speculative. Shares of Mira X are currently
halted from trading on the TSXV, and trading is not expected to
resume until closing of the Proposed Transaction.
The TSXV has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents
of this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION,
NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES
IN ANY STATE IN THE UNITED STATES
IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
Notice on forward-looking statements:
This press release includes forward-looking information within
the meaning of Canadian securities laws regarding Mira X, GURU and
their respective businesses, which may include, but are not limited
to, statements with respect to the completion of the Proposed
Transaction, the terms on which the Proposed Transaction is
intended to be completed, the ability to obtain regulatory and
shareholder approvals and other factors. Often but not always,
forward-looking information can be identified by the use of words
such as "expect", "intends", "anticipated", "believes" or
variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would" or "will" be taken, occur or be achieved. Such
statements are based on the current expectations and views of
future events of the management of each entity, and are based on
assumptions and subject to risks and uncertainties. Although the
management of each entity believes that the assumptions underlying
these statements are reasonable, they may prove to be incorrect.
The forward-looking events and circumstances discussed in this
press release, including completion of the Proposed Transaction
(and the proposed terms upon which the Proposed Transaction is
proposed to be completed), may not occur and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks regarding
the industry, market conditions, economic factors, management's
ability to manage and to operate the business of the Resulting
Issuer and the equity markets generally. Although Mira X and GURU
have 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 to differ from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on any forward-looking statements or
information. No forward-looking statement can be guaranteed. Except
as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
neither Mira X nor GURU undertake any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Mira X is a capital pool company governed by the policies of the
TSXV. The principal business of Mira X is the identification and
evaluation of assets or businesses with a view to completing a
Qualifying Transaction.
The information contained or referred to in this press release
relating to GURU has been furnished by GURU.
SOURCE Mira X Acquisition Corp.