Mira X Acquisition Corp. Announces Proposed Qualifying Transaction With GURU Beverage

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.