Nuuvera Corp. and Mira IX Acquisition Corp. Announce Definitive Agreement in Respect of Qualifying Transaction

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TORONTO, Nov. 17, 2017 (GLOBE NEWSWIRE) -- Mira IX Acquisition Corp. (“Mira”) (TSXV:MIA.P) is pleased to announce that it has entered into an amalgamation agreement dated November 17, 2017 (the “Amalgamation Agreement”) with Nuuvera Corp. (“Nuuvera”) and Mira’s wholly-owned subsidiary, Mira IX Subco Inc. (“Mira Subco”), pursuant to which Mira Subco will amalgamate with Nuuvera (the “Amalgamation”) to complete Mira’s qualifying transaction (the “Transaction”) in accordance with the policies of the TSX Venture Exchange (the “TSXV”). The Amalgamation is structured as a three-cornered amalgamation and as a result the amalgamated corporation (“Amalco”) will become a wholly-owned subsidiary of Mira at the time of the completion of the Amalgamation. Upon completion of the Amalgamation, it is intended that Mira will be known as “Nuuvera Corp.” (the “Resulting Issuer”) and Amalco will be known as “Nuuvera Holdings Ltd.”. The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of conditions to closing as set out in the Amalgamation Agreement.

About Nuuvera

Nuuvera was incorporated on January 30, 2017 under the Business Corporations Act (New Brunswick) as Nuuvera Corp. and continued under the Canada Business Corporations Act on March 8, 2017. Nuuvera, through its subsidiaries, is currently engaged in the testing, analysis, formulation and extraction of cannabis and cannabis derivative products in Canada, with a view to the future commercial sale of such products, and is pursuing opportunities in various other legal international jurisdictions (excluding the United States).

Nuuvera holds an indirect 51% interest in ARA-Avanti Rx Analytics Inc. (“Avanti”). Avanti is a Health Canada Good Manufacturing Practices (“GMP”), Office of Controlled Substances and Natural Health Products approved organization, which offers a comprehensive array of services in the field of controlled drugs and substances ranging from analytical R&D and quality control testing (including cannabinoids and terpene profiling and quantification, moisture analysis, residual solvents analysis, heavy metals elemental analysis, pesticides analysis and quantification), marihuana and hemp multi extraction processes under a compliant, safe and controlled environment, cannabinoids refinement and purification, commercial formulation, production and packaging of cannabis infused-products such as oils and capsules, cannabis waste management by means of material denaturation, as well as quality assurance and regulatory consulting and commercial controlled substances importation and exportation.  Avanti does not grow cannabis. Avanti conducts its business through: (a) a broad, innovative portfolio of platform-based technologies; (b) a team of experienced personnel; (c) advanced research and development and formulation capabilities; and (d) a 22,000 square foot analytical laboratory, production and extraction facility.  Avanti holds a Dealer Licence for the entire spectrum of cannabis and cannabinoid controlled substances.  Permitted activities under this licence include possession, production, packaging, sale and delivery of these controlled substances.  Avanti also possesses a drug establishment licence under the Food and Drug Regulations (Canada), which evidences its GMP status.

Avalon Pharmaceuticals Inc. (“Avalon”), an indirect, wholly-owned subsidiary of Nuuvera, is a late stage Licensed Producer applicant under the Access to Cannabis for Medical Purposes Regulations. Health Canada has granted Avalon permission to proceed with the construction of its cultivation facility located in Brampton, Ontario and Avalon anticipates completion and full production in Q2 2018.

Nuuvera has also entered into a strategic partnership with Aphria Inc. (“Aphria”) which includes a cannabis supply agreement for Nuuvera to purchase up to 1,500 kg of cannabis, growing to 5,000 kg when Aphria completes its phase III expansion, then to 17,000 kg when Aphria completes its phase IV expansion in 2018, until Nuuvera’s own greenhouse facility is complete, as well as an outsourced 1 million square foot “contract grow” facility to be built and operated by Aphria in Leamington, Ontario.

The current principal shareholders of Nuuvera are:

Note:

 ⁽¹⁾ Certain of the shares are held indirectly.

Summary of Financial Information for Nuuvera
The following table sets forth selected audited financial information for Nuuvera from the date of incorporation to September 30, 2017. The financial information has been prepared in accordance with International Financial Reporting Standards.

Nuuvera Financing

Subject to the satisfaction of certain conditions, Nuuvera intends to complete a private placement (the “Private Placement”) of not less than 8,000,000 subscription receipts (the “Subscription Receipts”) at a price of $2.50 per Subscription Receipt for aggregate gross proceeds of not less than $20,000,000 (the “Offering”). Each Subscription Receipt is exchangeable for one common share of Nuuvera (a “Nuuvera Common Share”), without any additional payment or any further action on the part of the holder, and will ultimately entitle the holder thereof to one Resulting Issuer Common Share (as such term is defined below), upon completion of the Amalgamation.

GMP Securities L.P., as lead agent, Clarus Securities Inc. and Canaccord Genuity Corp. are acting as agents in connection with the Private Placement (the “Agents”). The Agents are entitled to a cash commission equal to 6% of the gross proceeds of the Private Placement (the “Agents’ Commission”). The proceeds from the Private Placement (less an amount equal to 50% of the Agents’ Commission and the reasonable expenses of the Agents in connection with the Private Placement) (the “Escrowed Proceeds”) will be held in escrow until the satisfaction of the escrow release conditions, including the confirmation that all conditions precedent to the Transaction, other than the release of the Escrowed Proceeds, have been satisfied or waived (the “Escrow Release Conditions”).

Principal Purposes of Funds

The funds to be available to the Resulting Issuer upon the closing of the Transaction are expected to be approximately $45,000,000 which includes the net proceeds of the Private Placement and existing cash on hand of Nuuvera and Mira.  These funds are anticipated to be used, principally, as follows:

The Resulting Issuer intends to spend the funds available to it as stated above. There may be circumstances, however, where for sound business reasons, a reallocation of funds may be necessary.

About the Transaction

Mira will hold a special meeting of its shareholders on December 14, 2017, as it may be adjourned or postponed (the “Mira Meeting”), to approve, among other things and subject to the completion of the Transaction, (i) the board of directors of the Resulting Issuer following the completion of the Transaction; (ii) the Resulting Issuer’s stock option plan to take effect following completion of the Transaction; (iii) the consolidation (the “Consolidation”) of the issued and outstanding common shares of Mira (the “Mira Shares”) prior to the Amalgamation on the basis of 1 post-Consolidation Mira Share for every 16.6667 pre-Consolidation Mira Shares; (iv) the change of the name of Mira to “Nuuvera Corp.”; and (v) the continuance of the Resulting Issuer from the Business Corporations Act (Ontario) to the Canada Business Corporations Act.

Upon completion of the Consolidation, it is anticipated that the 12,500,000 currently issued and outstanding Mira Shares will be consolidated into 750,000 post-Consolidation Mira Shares.

Details regarding the Mira Meeting will be made available in a management information circular that will be mailed to shareholders of Mira. The Amalgamation is subject to the approval of the sole shareholder of Mira Subco and the shareholders of Nuuvera.

Under the terms of the Amalgamation Agreement, at the effective time of the Amalgamation, among other things:

1. each issued and outstanding Nuuvera Common Share (other than shares held by holders that have validly exercised their dissent rights), including Nuuvera Common Shares issued in exchange for the Subscription Receipts, will be cancelled and its holder will receive in exchange therefor one fully paid and non-assessable common share of the Resulting Issuer (a “Resulting Issuer Common Share”);
2. each issued and outstanding common share of Mira Subco will be cancelled and its holder will receive in exchange therefor one fully-paid and non-assessable common share of Amalco; and
3. subject to receipt of all required regulatory approvals, each outstanding option to purchase Nuuvera Common Shares (of which 7,311,364 are outstanding as at the date hereof) (a “Nuuvera Option”) will be cancelled and its holder will receive in exchange therefor one option to purchase a Resulting Issuer Common Share (a “Resulting Issuer Option”), which Resulting Issuer Option shall have all of the terms and conditions, including the exercise price, term to expiry, vesting conditions and manner of exercising, as the Nuuvera Option for which it was exchanged.

In connection with the Transaction, 79,180,000 Resulting Issuer Common Shares will be issued to holders of Nuuvera Common Shares (including holders who receive Nuuvera Common Shares in exchange for Subscription Receipts).  Immediately after the completion of the Transaction, on a non-diluted basis and after giving effect to the Consolidation, the shareholders of Mira will own approximately 0.94% of the Resulting Issuer Common Shares and the shareholders of Nuuvera will own approximately 99.06% of the Resulting Issuer Common Shares.

The completion of the Amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Ronald Schmeichel, a director and officer of Mira, a director of Nuuvera and proposed director of the Resulting Issuer, will upon completion of the transaction own approximately 11,989,000 Resulting Issuer Common Shares representing approximately 15.0% of the issued and outstanding Resulting Issuer Common Shares on a non-diluted basis (approximately 14.8% on a fully diluted basis). Lorne Abony, a director and officer of Nuuvera  and proposed director and officer of the Resulting Issuer, will upon completion of the transaction own approximately 7,530,000 Resulting Issuer Common Shares representing approximately 9.4% of the issued and outstanding Resulting Issuer Common Shares on a non-diluted basis (approximately 11.8% on a fully-diluted basis). The only other insiders of the Resulting Issuer will be its directors and senior officers.

Kevin Taylor and Elena Masters, directors of Mira, are shareholders of Nuuvera, holding approximately 9.1% and 0.8%, respectively, of the outstanding common shares of Nuuvera. Ronald Schmeichel, Kevin Taylor and Elena Masters hold approximately 78.4%, 0.8% and 0.8%, respectively, of the outstanding common shares of Mira.

Arm’s Length Transaction

The Transaction is not a non-arm’s length transaction in accordance with the policies of the TSXV and is not subject to Mira shareholder approval.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer.

Lorne Abony - President, Chief Executive Officer, Director

Mr. Abony was the founder and chief executive officer of three public companies: Fun Technologies, a skill and fantasy sports gaming company dual listed on the Toronto Stock Exchange and London Stock Exchange; Mood Media, a retail audio and entertainment company dual listed on the Toronto Stock Exchange and London Stock Exchange; and FastForward Innovations Ltd., a technology investment firm listed on the AIM Market of the London Stock Exchange (“FastForward”).  Mr. Abony received a BA degree from McGill University, and MBA from Columbia University, an LLB from University of Windsor and a JD from University of Detroit.

Jordan Greenberg - Chief Financial Officer

Mr. Greenberg has over 20 years of experience managing financial and administrative matters in large private companies in the agricultural, manufacturing and distribution sectors. Prior to joining Nuuvera, Mr. Greenberg spent two years as CFO of Dundee Agriculture, a wholly-owned subsidiary of Dundee Corp. Prior to Dundee Corp., Mr. Greenberg served for twelve years as the CFO of Crawford Metal Corporation, an operator of steel distribution centers in Canada and the south-eastern United States with annual revenue in excess of $400 million. Mr. Greenberg earned his CPA designation while working with Ernst & Young in Toronto.

Josh Epstein - Chief Operating Officer, General Counsel and Secretary

Mr. Epstein is an entrepreneur, investor and attorney who has invested in, operated and advised many successful companies across a range of industries. Prior to joining Nuuvera, Mr. Epstein was a partner with FastForward, where he oversaw investments and divestitures of the firm’s portfolio companies in the United States, Canada, the United Kingdom, Germany, Israel and China. Mr. Epstein previously practiced law with the international law firm Baker Botts, LLP, where his practice focussed on venture capital, mergers and acquisitions, and private and public securities offerings and, subsequently, with Bissex & Watson, P.C., a boutique corporate law firm based in Austin, Texas. Mr. Epstein received a JD from the University of Texas School of Law, where he graduated with Honors and as a member of the Texas Law Review. Mr. Epstein received an MBA from the Acton School of Business in Austin, Texas, with a focus on Entrepreneurship, where he was Valedictorian of his class. 

Ronald Schmeichel - Chairman

Mr. Schmeichel has over 20 years of experience in financial transactions including high-yield credit, leveraged loans, buy-outs and equity capital markets with a focus on middle market companies in Canada and the United States. Mr. Schmeichel is the chairman and managing partner of JJR Private Capital Inc., a Toronto based private equity firm founded in 2003. Mr. Schmeichel has served on the boards of more than 19 Toronto Stock Exchange (“TSX”) and TSXV listed companies. From December 2013 to June 2015, Mr. Schmeichel also served as the non-executive Chairman of the board of directors of Concordia Healthcare Corp., a healthcare company focussed on legacy pharmaceutical products, orphan drugs, and medical devices for the diabetic population. From January 2010 to June 2014, he also served as the President & CEO of Windsor Private Capital Inc., a private equity and credit fund that specializes in mezzanine and bridge financing, leveraged buy-outs, recapitalizations and equity capital. For the past 12 years, Mr. Schmeichel has been a guest lecturer at the University of Western Ontario, Faculty of Law, with a focus on entrepreneurial finance and securities law as well as a guest lecturer at the Ivey School of Business. He currently serves as a member of the Ontario Advisory Committee for the TSXV. Mr. Schmeichel received a B.A. degree, with Merit, from York University in 1992 and a Juris Doctorate degree from the University of Western Ontario in 1995.

James Eaton - Director

Mr. Eaton is a managing partner at JJR Private Capital Inc. and is also the president of Weatons Holdings, a Canadian private holding company. Mr. Eaton has been active in the founding, growth and divestiture of numerous portfolio companies across a wide variety of industries. Mr. Eaton is also the founding director of True Patriot Love Foundation and serves on the board of directors of JC Clark, Dreyfus and Dream Alternatives Trust. Mr. Eaton was Chairman of the Invictus Games Toronto 2017. Mr. Eaton was awarded the Queen Elizabeth II Jubilee Medal honouring significant contributions and achievements by Canadians. Mr. Eaton received a BA degree from University of Colorado at Boulder.

Anthony Lacavera - Director

Mr. Lacavera is an entrepreneur in the telecommunications industry. Mr. Lacavera founded Globalive Communications (“Globalive”) in 1998 where he continues to act as Chairman. Under Mr. Lacavera’s leadership, Globalive co-founded, seeded, financed, operated and divested a number of companies in the telecommunications and technology sectors. Globalive received numerous best in business awards, including 1st ranking on Profit Magazine’s 2004 list of Canada’s 100 fastest growing companies, Canada’s 30 Best Workplaces, and Canada’s 50 Best Managed Companies Award for 12 consecutive years. In 2008, Mr. Lacavera founded wireless carrier Wind Mobile where he served as Chairman and CEO until its acquisition by Shaw Communications for approximately USD $1.3 billion  in December 2015. Mr. Lacavera was named Canada’s 2010 CEO of the Year by Globe and Mail’s Report on Business magazine. Mr. Lacavera supports young entrepreneurs with financing and mentorship through accelerator programs and various boards including the Next 36 (co-Chair), the Hatchery Project, the Creative Destruction Lab (co-founder of the lab), OneEleven, and MaRS. Mr. Lacavera has served on a variety of charitable boards focussed on university fundraising and on entrepreneur advisory boards and, in 2007, founded the SHAMBA foundation, a unique charity that assists other charities with fundraising and organizational efforts.

Michael Young - Director

Mr. Young has extensive senior level executive management and trading experience in the Canadian and U.S. capital markets. He is currently Managing Partner of Cottingham Capital LLC, a property investment and development company. Throughout his career in finance and banking, he has built a strong network of Canadian, American and international investors. Most recently, he held the position of Managing Director and Co-Head of Trading for GMP Securities L.P. in Toronto, a leading independent investment dealer headquartered in Toronto, providing investment banking, institutional sales and trading and research to a global client base. Previously he established and ran the Equity Capital Markets desk for GMP Capital in New York City. Mr. Young began his career as an Equities Trader at GMP Securities L.P. in 2003. Mr. Young is an active sponsor of the Northern Bursary which provides post-secondary scholarships for high school graduates in Thunder Bay, Ontario.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Mira will file a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Amalgamation, the Private Placement, Mira, Nuuvera and the Resulting Issuer.

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.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

The information contained or referred to in this press release relating to Nuuvera has been furnished by Nuuvera. Although Mira has no knowledge that would indicate that any statement contained herein concerning Nuuvera is untrue or incomplete, neither Mira nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 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 a capital pool company should be considered highly speculative.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Mira, Nuuvera, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals, the proposed business plan of Nuuvera 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 the 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 Nuuvera’s industry, failure to obtain regulatory or shareholder approvals, changing regulatory landscape, economic factors, the equity markets generally and risks associated with regulations, growth and competition. Although Mira and Nuuvera 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 and Nuuvera undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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

For further information:

Mira IX Acquisition Corp.
Ronald D. Schmeichel, Director, (416) 972-9993

Nuuvera Corp.
Lorne Abony, President and Chief Executive Officer, lorne.abony@nuuvera.com