/NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S.
NEWSWIRE SERVICES./
TSXV: MIRA-P.V
- GURU is a dynamic, fast-growing North American organic
energy drink company that pioneered the world's first natural
plant-based energy drink in 1999
- GURU intends to complete a brokered $30 million private placement financing and
$5.3 million secondary sale on or
about September 30, 2020
- Mira X expects to hold an annual general and special meeting
of shareholders on or about October 28,
2020 to approve all matters related to the Qualifying
Transaction
TORONTO, Sept. 28, 2020 /CNW/ - Mira X Acquisition Corp.
("Mira X" or the "Company") is pleased to provide an
update to its previously announced Letter Agreement dated
August 24, 2020 (the "Letter
Agreement") with 6384269 Canada Inc. (doing business as GURU
Beverage Co & GURU Beverage Inc.) ("GURU"), a
Montréal-based company that pioneered the world's first natural
plant-based energy drink, to complete a going-public transaction
for GURU (the "Proposed Transaction"), setting out the
terms of the amalgamation that will constitute Mira X's "Qualifying
Transaction" under Policy 2.4 – Capital Pool Companies of
the TSX Venture Exchange (the "TSXV").
Founded in 1999, GURU is a dynamic, fast-growing beverage
company that pioneered the world's first natural plant-based energy
drink in 1999. 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 delivering good energy that never comes at the expense
of consumers' health. GURU is committed to expanding its presence
across North America for more
information about GURU, visit www.guruenergy.com.
Pursuant to the Proposed Transaction, it is contemplated that a
wholly owned subsidiary of Mira X will amalgamate with GURU and the
security holders of GURU will become security holders of Mira X. In
this press release, Mira X, as it will exist after the completion
of the Proposed Transaction, is referred to as the "Resulting
Issuer".
The Proposed Transaction will be an "Arm's Length Transaction"
(as defined in the policies of the TSXV).
GURU is the reverse take-over acquirer in the transaction and
the shareholders of GURU (including purchasers in the secondary
offering) and the Subscription Receipt subscribers will own,
respectively, 77.5% and 21.9% of the Resulting Issuer, for
aggregate ownership of 99.4% of the Resulting Issuer .
There is no finder's fee payable in connection with this
Proposed Transaction.
Transaction Summary
Guru and Mira X entered into a definitive agreement in respect
of the Proposed Transaction on September 28,
2020. Under the Proposed Transaction, the existing holders
of common shares of GURU (the "GURU Common Shares")
will receive common shares of the Resulting Issuer ("Resulting
Issuer Common Shares") in exchange for their GURU Common
Shares. In addition, upon the completion of the Proposed
Transaction, all of GURU's outstanding securities exercisable or
exchangeable for, or convertible into, or other rights to acquire
GURU Common Shares (the "GURU Convertible Securities") will
be exchanged for securities exercisable or exchangeable for, or
convertible into, or other rights to acquire Resulting Issuer
Common Shares on the same economic terms and conditions as such
original outstanding GURU Convertible Securities.
In the context of the Proposed Transaction, the common shares of
Mira X (the "Mira X Common Shares") will be consolidated on
a one (1) for 83.846 basis (the "Consolidation") prior to
the closing of the Proposed Transaction ("Closing").
Following a reorganization that will include a share split of
the outstanding shares of GURU, it is expected that 175,321
post-Consolidation Mira X Common Shares will be issued to the
shareholders of Mira X on a one (1) for one (1) basis. Upon
completion of the Proposed Transaction, the security holders of
GURU will hold approximately 28,257,338 Resulting Issuer
Common Shares representing approximately 99.4% of the Resulting
Issuer Common Shares (assuming the issuance of 5,505,000
Subscription Receipts pursuant to the Private Placement described
below and taking into account the secondary offering), whereas the
shareholders of Mira X will hold 175,321 Resulting Issuer Common
Shares representing approximately 0.6% of the outstanding Resulting
Issuer Common Shares.
The parties also anticipate that in conjunction with and upon
Closing, the board of directors of the Resulting Issuer will
consist of no fewer than six (6) 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 on or about October
28, 2020. Following the Proposed Transaction and the Private
Placement, certain directors and members of the management team
will own more than 10% of the Resulting Issuer, namely Eric Graveline, director, (28.4%) and
Joseph Zakher, Executive Chairman,
(26.5%).
Completion of the Proposed Transaction is subject to a number of
conditions, including, but not limited to, the completion of the
Consolidation, the receipt of regulatory approval, including the
approval of the TSXV, completion of the concurrent private
placement described below, in addition to the approval from Mira X
and GURU shareholders in addition to certain standard closing
conditions, including there being no material adverse change in the
business of Mira X or GURU prior to completion of the Proposed
Transaction. Mira X expects to hold an annual general and special
meeting of its shareholders on or about October 28, 2020, to
approve the Consolidation, continuation of its corporate
jurisdiction from Ontario to the
federal jurisdiction of the Canada Business Corporations Act
and certain other related matters in connection with the Proposed
Transaction.
Proposed Board of Directors and Management of the Resulting
Issuer
Subject to TSXV approval, on completion of the Proposed
Transaction, it is currently anticipated that the board of
directors of the Resulting Issuer will consist of six (6)
directors, including the following individuals: Suzanne Poirier, Alain
Miquelon, Philippe Meunier,
Eric Graveline, Carl Goyette, and Joe
Zakher. Management of the Resulting Issuer will include
Carl Goyette (President and Chief
Executive Officer), Ingy Sarraf
(Chief Financial Officer), Alexis
Giguère (Vice-President, Sales, Canada), and Luc
Martin (Vice-President, Research and Development and
Production). Brief biographies of the proposed directors and
officers are set forth below.
Carl Goyette -- Director,
President and Chief Executive Officer
Mr. Goyette is the President and Chief Executive Officer of
GURU. He joined GURU in 2014 as one of the three (3) main
shareholders. He has occupied various positions at GURU and led the
transformation of GURU's sales and marketing strategy, quadrupling
sales profitably over the last six years, Mr. Goyette has also
worked for various multinational companies, which allowed him to
develop significant experience in sales, marketing and strategic
planning.
Joseph Zakher --Director &
Executive Chairman
Joe Zakher is the founder of GURU
and currently occupies the position of Executive Chairman and
Director. He plays a key role in GURU's long-term strategy,
developing the culture and talent of the Company, and overseeing
its overall operations. Mr. Zakher is a seasoned entrepreneur.
Prior to GURU, he successfully launched various companies including
one of Montréal's most renowned EDM music venues.
Ingy Sarraf -- Chief Financial
Officer and Corporate Secretary
Ms. Sarraf is the Chief Financial Officer of GURU. She is a
seasoned executive with expertise and experience in finance, sales,
marketing and business strategy. She previously served as Planning
and Commercial Director of British American Tobacco, where she
oversaw the development and implementation of long-term business
strategies, operational planning as well as supervising finance
teams. Ms. Sarraf is a Chartered Professional Accountant and
received a summa cum laude Master's Degree in Business
Administration from the John Molson School of Business of
Concordia University.
Alexis Giguère-- Vice-President, Sales Canada
Mr. Giguère is the Vice-President, Sales Canada of GURU. He is a
passionate and results-oriented leader cumulating more than 20
years of extensive experience in the Consumer-Packaged Goods
industry. Mr. Giguère led the Nespresso expansion in Canada and held senior roles at L'Oréal
Canada and Procter &
Gamble, therefore solidifying his knowledge and experience in
sales, marketing, and retail. Mr. Giguère received a degree in
Marketing from HEC Montréal.
Luc Martin -- Vice-President,
Research and Development and Products
Mr. Martin is the Vice-President, Research and Development
and Products of GURU. Mr. Martin is a highly qualified
professional in both the pharmaceutical industry and project
management. He has 15 years of work experience in the field of
health, natural products and functional foods. Mr. Martin is
also a seasoned entrepreneur with a solid track record with respect
to product formulation and launches, as well as business
development. Mr. Martin holds a Master and a Doctorate
Pharmaceutical Degree from Université Montpellier 1 (France), in addition to a Master's Degree in
Business Administration from HEC Montréal.
Suzanne Poirier --
Director
Suzanne Poirier is the Vice
President, Global Finance and Supply Chain Optimization at
Alimentation Couche-Tard, a TSX listed, multinational operator of
convenience stores, which has 15,000 stores across Canada, the United
States, Mexico,
Ireland, Norway, Sweden, Denmark, Estonia, Latvia, Lithuania, Poland, Russia, Japan, China,
and Indonesia. Ms. Poirier has
significant public company experience. Prior to her current role,
she held the position of Vice President, Financial Planning, at the
Canadian National Railway and Senior Vice President Finance &
Strategic Planning at Sobeys. In addition to her 30 years of
experience in sales, retail and management, Ms. Poirier is a
Chartered Professional Accountant.
Alain Miquelon --
Director
Mr. Miquelon is a Senior Partner of Novacap, a prominent
Canadian growth and equity firm with over $3.6 billion of assets under management. He
has extensive public company experience, having served on multiple
public company boards, including Voti Detection, Fortsum
Business Solutions, and AdOpt Technologies. In addition, Mr.
Miquelon has over 20 years of experience as a senior officer of
public companies, including as President and CEO of the
Montréal Exchange Inc. (part of the TMX Group of companies) where
he oversaw businesses with employees in Montréal, Calgary, Toronto and Chicago.
Philippe Meunier --
Director
Philippe Meunier is the
co-founder of Sid Lee, an international creative services firm
with offices in Toronto,
New York City, Los Angeles, Seattle and Paris. At Sid Lee, he is responsible for the
whole agency's creative output. Mr. Meunier is also a seasoned
entrepreneur, having founded numerous creative and artistic
ventures, in addition to sitting on various boards. Thanks to his
multidisciplinary approach, Sid Lee has received numerous and
prestigious awards and accolades.
Eric Graveline --
Director
Eric Graveline is the founder and
managing director of DEK Investments LLC. Prior to starting his own
investment firm, Mr. Graveline worked for 20 years as an investment
banker for Salomon Brothers, BMO
Nesbitt Burns and then Citigroup. Prior to leaving Citigroup in
2007, he ran the bank's North American Derivatives Solutions Group
out of New York City, where he
managed a highly successful team of trading and investment
professionals, including engineers, actuaries, lawyers, and
mathematicians. His team provided financial structuring and risk
management solutions to Fortune 500 companies, pension funds, and
insurance companies, as well as governmental entities. Mr.
Graveline is a director of LXRandCo. Inc., a TSX-listed
company.
Concurrent Private Placement and Secondary Offering
In conjunction with, and prior to the closing of the Proposed
Transaction, GURU intends to complete a brokered private placement
on or about September 30, 2020 of
approximately 5,505,000 subscription receipts (the "Subscription
Receipts") at a purchase price of $5.45 per subscription price for gross proceeds
of approximately $30,000,000 through
a syndicate of agents led by Stifel Nicolaus Canada Inc., and
including CIBC World Markets Inc. and Laurentian Bank Securities
Inc. (the "Private Placement"). Each Subscription Receipt
will be automatically exchanged for or converted automatically into
one (1) Class A share of GURU (each, a "GURU Share"), which
will then be exchanged for common shares of the Resulting Issuer in
the context of the Proposed Transaction
In addition to the private placement, certain shareholders of
the GURU will be offering and selling, on a prospectus exempt
basis, approximately $5,300,000 of
GURU Common Shares held by them by way of a secondary offering to
new investors prior to the Closing.
The agents leading the private placement financing and secondary
offering will receive a commission of 6% of gross proceeds in
respect of Subscription Receipts sold (other than those sold to
certain identified buyers in respect of which 3% of gross proceeds
will be paid) as well as compensation options exercisable for
Resulting Issuer Shares equal to 6% of the number of Subscription
Receipts sold (3% in respect of certain identified purchasers) as
well as a cash commission of 3% of the gross amount of the
secondary offering.
MIRA X Trading Halt and other Matters
On March 25, 2020, Mira X Common
Shares were halted from trading for failure to complete a
qualifying transaction within 24 months of listing, and they have
remained halted since that date. The Mira X Common Shares will
remain halted in accordance with TSXV policies until all required
documentation with respect to the Proposed Transaction has been
received and the TSXV and securities regulatory authorities are
otherwise satisfied that the halt should be lifted. There are no
non-arm`s length parties to Mira X that are otherwise insiders of
GURU.
Sponsorship
Sponsorship may be required by the TSXV and Toronto Stock
Exchange ("TSX") unless exempt in accordance with TSXV and
TSX policies, as applicable. The Company does not intend to apply
for an exemption from the sponsorship requirements. If applicable,
the Company will include any additional information regarding
sponsorship in a subsequent press release.
Forward-Looking Statements
This release includes forward-looking information within the
meaning of Canadian securities laws regarding Mira X and GURU and
their respective businesses, which may include, but are not limited
to, statements with respect to the completion of the Proposed
Transaction and Private Placement, the terms on which the Proposed
Transaction and Private Placement 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 release, including completion of
the Proposed Transaction and Private Placement (and the proposed
terms upon which the Proposed Transaction and Private Placement 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 threat detection technology 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 undertakes
any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
Cautionary Statement
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, TSXV acceptance and
shareholder approval. Where applicable, the Proposed Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or 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 the securities of Mira X should be considered highly
speculative.
Neither the TSX nor the TSX Venture Exchange Inc. has in any
way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Mira X Acquisition Corp.
