Mira X Acquisition Corp. - Update on its Qualifying Transaction With Guru Beverage

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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.

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