Mira VII Acquisition Corp. Announces Filing of Filing Statement

TORONTO, May 26, 2017 /CNW/ - Mira VII Acquisition Corp. ("Mira VII"; TSX Venture: MVA:P) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSXV") in respect of its qualifying transaction (the "Transaction") with Goodfood Market Inc. ("Goodfood") pursuant to Policy 2.4 - Capital Pool Companies of the TSXV. In addition, Mira VII and Goodfood have received conditional approval from the Toronto Stock Exchange (the "TSX") to have the common shares of the Resulting Issuer (defined below) listed for trading on the TSX under the symbol "FOOD" following closing of the Transaction, subject to the satisfaction of certain TSX listing conditions.

In accordance with the previously announced amalgamation agreement dated April 25, 2017, Mira VII Subco Inc., a wholly-owned subsidiary of  Mira VII, will amalgamate with Goodfood. Prior to closing of the Transaction, it is intended that Mira VII will change its name to "Goodfood Market Corp." (the "Resulting Issuer"). The Transaction is expected to close on or about June 1, 2017 and the common shares of the Resulting Issuer are expected to commence trading on the TSX on or about June 7, 2017.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Mira VII has filed a filing statement dated May 26, 2017 on SEDAR (www.sedar.com).

Summary of Financial Information for Goodfood

The following table sets forth selected financial information for Goodfood for the financial years ended August 31, 2016 and August 31, 2015 and for the six-month period ended February 28, 2017. The financial information has been prepared in accordance with International Financial Reporting Standards. 

	Year ended August 31,			Six-month period ended February 28,
	2016	2015		2017
Revenue	2,801,660	194,921		5,879,415
Gross profit (loss)	267,240	(1,176)		1,222,597
Net loss being comprehensive loss	(1,239,171)	(69,484)		(4,879,302)
Basic and diluted loss per share	(1.24)	(0.07)		(4.88)
Total Assets	829,880	101,575		2,245,061
Total Liabilities	2,079,535	112,059		8,347,597
Total Shareholders' Equity (Deficiency)	(1,249,655)	(10,484)		(6,102,536)

 

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This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Mira VII, Goodfood and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the ability to obtain regulatory approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the food industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Mira VII and Goodfood 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. 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 Mira VII and Goodfood undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Mira VII is a capital pool company governed by the policies of the TSXV. The principal business of Mira VII is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

SOURCE Mira VII Acquisition Corp.

Mira VII Acquisition Corp., Ronald D. Schmeichel, Director, [phone]; Goodfood Market Inc. (www.makegoodfood.ca), Jonathan Ferrari, Chief Executive Officer, [phone], and Neil Cuggy, Chief Operating Officer and Chief Financial Officer, [phone]