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.