Mira X Acquisition Corp. Announces Filing of Filing Statement

TSXV: MIRA-P.V

/NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S. NEWSWIRE SERVICES./

TORONTO, Oct. 22, 2020 /CNW/ - Mira X Acquisition Corp. ("Mira X")  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 6384269 Canada Inc. (doing business as GURU Beverage Co & GURU Beverage Inc.) ("GURU") pursuant to Policy 2.4 - Capital Pool Companies of the TSXV. 

In accordance with the previously announced amalgamation agreement dated September 28, 2020, Mira X Subco Inc., a wholly-owned subsidiary of  Mira X, will amalgamate with GURU. Prior to closing of the Transaction, it is intended that Mira X will change its name to "GURU Organic Energy Corp." (the "Resulting Issuer"). The Transaction is expected to close on or about October 29, 2020.

Trading in the common shares of Mira X is presently halted and will remain halted until completion of the Transaction.

Mira X also received conditional approval to list its common shares on the Toronto Stock Exchange ("TSX") following the completion of the Transaction. Final approval of the listing is subject to Mira X meeting certain conditions required by the TSX on or before January 20, 2021, these conditions include the completion of the Transactions and other standard listing conditions. Upon receipt of the TSX's final approval, Mira X's common shares will be delisted from the TSXV and will begin trading on the TSX under the symbol "GURU".

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Mira X has filed a filing statement dated October 22, 2020 on SEDAR (www.sedar.com).

Definitive Agreement

In connection with the Transaction, GURU, Mira X, Mira X Subco and certain other parties entered into an amended and restated amalgamation agreement on October 22, 2020 (the "A&R Definitive Agreement"), which amends and restates the previously announced amalgamation agreement entered into by such parties on September 28, 2020 in connection with the Transaction. The A&R Definitive Agreement has been filed on SEDAR (www.sedar.com).

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.

Forward-Looking Statements

This release includes forward-looking information within the meaning of Canadian securities laws regarding Mira X and its businesses, which may include, but are not limited to, statements with respect to the completion of the Transaction, the ability to obtain regulatory approvals, obtaining final listing approval from the TSX and final approval of the Transaction by the TSXV, 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 may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies. 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 Mira X and GURU undertake no 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 Transaction is subject to a number of conditions, including but not limited to, final 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 prepared in connection with the Transaction, any information released or received with respect to the 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 TSXV has in any way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release

SOURCE Mira X Acquisition Corp.

Mira X Acquisition Corp., Aaron Wolfe, Telephone:[phone]; GURU Beverage Inc., Carl Goyette, Telephone: [phone] ext. 240, Email: [email protected],