Mira VII Acquisition Corp. Announces Definitive Agreement with Goodfood Market Inc. in Respect of Qualifying Transaction

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TORONTO, April 25, 2017 /CNW/ - Mira VII Acquisition Corp. ("Mira ") (TSX VENTURE:MVA.P) is pleased to announce that it has entered into a definitive agreement dated April 25, 2017 (the "Amalgamation Agreement ") with Goodfood Market Inc. ("Goodfood ") and Mira's wholly-owned subsidiary, Mira VII Subco Inc. ("Mira Subco "), pursuant to which Mira Subco will amalgamate with Goodfood (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 "Goodfood Market Corp." (the "Resulting Issuer "). The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. Goodfood and Mira anticipate closing the Transaction on or about May 31, 2017. 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 Goodfood

Goodfood was incorporated pursuant to the provisions of the Canada Business Corporations Act  on September 2, 2014. Goodfood is a dinner subscription service delivering fresh ingredients that make it easy for subscribers to prepare delicious meals at home every week. Subscribers select their favorite recipes from a collection of various original dishes at www.makegoodfood.ca. Goodfood prepares a personalized box of ingredients and delivers it to the subscriber's doorstep with easy step-by-step instructions. Goodfood's objective is take the hassle out of cooking, leaving subscribers with the fun part - cooking, sharing with family and eating.

Goodfood's current offering includes various different plans across 3 different types of offerings:

Classic basket - Unique ingredients and recipes for a culinary adventure
Vegetarian basket - Well-balanced vegetarian meals with exciting flavors|
Family basket - Quicker and kid-friendly recipes

The current principal shareholders of Goodfood are:

Note:

 ⁽¹⁾ Hamnett Hill, a director of Goodfood, is President of and controls edō Capital Inc.

Goodfood Financing

On March 31, 2017, Goodfood completed a private placement (the "Private Placement ") of 10,542,883 subscription receipts (the "Subscription Receipts ") at a price of $2.00 per Subscription Receipt for aggregate gross proceeds of $21,085,766 (the "Offering"). Each Subscription Receipt is exchangeable for one common share of Goodfood (a "Goodfood 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, and National Bank Financial Inc. and Cormark Securities Inc. acted as agents in connection with the Private Placement (the "Agents "). The Agents are entitled to a cash commission equal to $1,215,006 (the "Agents' Commission "), together with an aggregate of 405,002 compensation options (the "Agents' Compensation Options "). Each Agents' Compensation Option entitles the holder thereof to acquire one Resulting Issuer Common Share upon the completion of the Transaction at a price of $2.00 per share at any time on or before the date which is 24 months following the date on which the Escrow Release Conditions (as such term is defined below) are satisfied.

The proceeds from the Private Placement (less certain expenses of the Agents in connection with the Private Placement) (the "Escrowed Proceeds ") are being 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 (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 $21,000,000 which includes the net proceeds of the Private Placement and existing cash on hand of Goodfood and Mira.  These funds are anticipated to be used, principally, for capital expenditures related to new distribution facilities, marketing and customer acquisition and for general corporate purposes. 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 an annual and special meeting of its shareholders on May 17, 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 appointment of KPMG LLP as auditors of the Resulting Issuer; (iii) the Resulting Issuer's equity incentive stock option plan to take effect following completion of the Transaction; (iv) 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 22.2222 pre-Consolidation Mira Shares; (v) the change of the name of Mira to "Goodfood Market Corp."; (vi) the change of the registered office address of Mira to 515 Legget Drive, Suite 800, Ottawa, Ontario K2K 3G4; and (vii) 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 562,500 post-Consolidation Mira Shares.

Details regarding the Mira Meeting are available in a management information circular dated April 12, 2017 that has been mailed to shareholders of Mira. The Amalgamation will be approved by the sole shareholder of Mira Subco and by the shareholders of Goodfood, each by way of a resolution prior to the Amalgamation.

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

(a)  each issued and outstanding Goodfood Common Share (other than shares held by holders that have validly exercised their dissent rights), including Goodfood 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");

(b)  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;

(c) subject to receipt of all required regulatory approvals, each outstanding option to purchase Goodfood Common Shares (of which 14,200 are outstanding as at the date hereof) (a "Goodfood Option") and Agents' Compensation 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 Goodfood Option or Agents' Compensation Option, as applicable, for which it was exchanged; and

(d) each outstanding option to purchase Mira Common Shares will be cancelled.

In connection with the Transaction, 47,127,685 Resulting Issuer Common Shares will be issued to holders of Goodfood Common Shares (including holders who receive Goodfood 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 1.18% of the Resulting Issuer Common Shares and the shareholders of Goodfood will own approximately 98.82% 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.

edō Capital Inc., a company of which Hamnett Hill, a director of Goodfood and proposed director of the Resulting Issuer, is President will upon completion of the Transaction own approximately 8,033,571 Resulting Issuer Common Shares representing approximately 16.58% of the issued and outstanding Resulting Issuer Common Shares on a fully diluted basis (approximately 16.85% on a non-diluted basis). Jonathan Ferrari, a director and officer of Goodfood and proposed director and officer of the Resulting Issuer, will upon completion of the transaction own approximately 11,487,565 Resulting Issuer Common Shares representing approximately 23.71% of the issued and outstanding Resulting Issuer Common Shares on a fully diluted basis (approximately 24.09% on a non-diluted basis). Neil Cuggy, a director and officer of Goodfood  and proposed director and officer of the Resulting Issuer, will upon completion of the transaction own approximately 11,487,565 Resulting Issuer Common Shares representing approximately 23.71% of the issued and outstanding Resulting Issuer Common Shares on a fully diluted basis (approximately 24.09% on a non-diluted basis). The only other insiders of the Resulting Issuer will be its directors and senior officers.

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.

Sponsorship

GMP Securities L.P, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

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.

Jonathan Ferrari - Chief Executive Officer, Chairman, Director

Mr. Ferrari is Co-Founder and Chief Executive Officer of Goodfood. After graduating with honors from McGill University, Mr. Ferrari joined RBC Capital Market's investment banking team in Montreal in 2010, advising retailers on mergers and acquisitions, capital raises and strategic partnerships. He co-founded MTL Capital LLC in 2013, a privately held entrepreneurial investment firm. Mr. Ferrari is a Montreal native.

Neil Cuggy - Chief Financial Officer, Chief Operating Officer, Director

Mr. Cuggy is Co-Founder and Chief Financial Officer and Chief Operating Officer of Goodfood. Mr. Cuggy's previous experience includes co-founding and leading an entrepreneurial investment firm called MTL Capital LLC, a privately held entrepreneurial investment firm. Before founding MTL Capital, Mr. Cuggy worked in the Investment Banking division of RBC Capital Markets from 2010 to 2012 where he worked on multiple mergers and acquisitions, equity financings and debt financings. He is a Montreal native who comes from a long line of entrepreneurs. He graduated first class honors with distinction from McGill University where he received a Bachelor of Commerce degree in Investment Management.

Hamnett Hill - Director

Hamnett Hill is a director of Goodfood and has spent 25 years building and leading companies that make technology work for everyday consumers. As co-founder and Chief Executive Officer of Smooch, Hamnett is working to humanize the relationships between businesses and consumers by bringing the power of B2C messaging to businesses and software vendors, making it easy for consumers to have rich messaging conversations with companies from wherever they are. Mr. Hill is also an active technology angel investor, with investments in companies such as BlockStream, AppDirect and MixGenius (Landr.com). He is a Director of Humanitarian U, an online university that prepares first responders for humanitarian disasters around the world, in concert with partners such as the World Health Organization. Engaging his passion for food and food systems, Mr. Hill is the founder and principal of edō Capital, a private equity firm for early-stage, innovative food businesses and technologies that contribute to a healthier and more sustainable future. He is also Chairman of the edō Foundation, a charitable organization devoted to increasing awareness and education about sustainable food issues. Mr. Hill's companies and teams have been honored with numerous awards, including the Profit 100 Fastest Growing Canadian Companies, Canada's 50 Best Managed Companies, Canada's Top 100 Employers, Canada's Top 40 Under 40, and Ernst & Young Entrepreneur of the Year, among others. 

Donald Olds - Director

Donald Olds has been President and Chief Executive Officer of the NEOMED Institute since January 2017, prior to which he was the Chief Operating Officer of Telesta Therapeutics Inc. a TSX-listed biotechnology company from 2014 to 2016, where he was responsible for finance and investor relations, manufacturing operations, business development, human resources and strategy.  In October 2016, he led the process that resulted in the successful sale of Telesta to a larger public biotechnology company. Prior to Telesta, he was President and Chief Executive Officer of Presagia Corp., a private software development company from 2011 to 2013.  Before joining Presagia, he worked for almost 9 years as Chief Financial Officer and Chief Operating Officer of Aegera Therapeutics, where he was responsible for clinical operations, business development, finance, and Mergers and Acquisitions. Prior to Aegera, Mr. Olds was Chief Financial Officer of Mediatrix Telecom from 2000 to 2002 where he was responsible for operations, finance and manufacturing and led the technology investment banking practice of TD Securities in Quebec from 1997 to 2002. Mr. Olds is currently Chairman of Oxfam Quebec and Director of Presagia Corp. and has extensive past corporate governance experience serving on the boards of private and public for-profit and not-for-profit organizations and was previously a Director of TSX listed Bellus Health Inc.  He holds an MBA (Finance & Strategy) and M.Sc. (Renewable Resources) from McGill University.

Guy LeBlanc - Director

Guy LeBlanc is a Chartered Professional Accountant. He worked for over 35 years at PricewaterhouseCoopers LLP, a firm specializing in certification, tax, consulting and transaction services. He acted as managing partner of the Montreal office from 2006 to 2015, and managing partner of the Transaction group in Canada from 2002 to 2006. Prior to 2002, he worked for the Audit and Certification and Consulting and Transaction groups of PwC. Mr. LeBlanc is a director of Atis Group and Meloche Group and a director for TSX-listed Canam Group Inc. He is a member of the Ordre des comptables professionnels agréés du Québec and has obtained the title of Fellow (FCPA). He also holds the ICD.D accreditation from the Institute of Corporate Governance.

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, Goodfood 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 Goodfood has been furnished by Goodfood. Although Mira has no knowledge that would indicate that any statement contained herein concerning Goodfood 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, Goodfood, 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 Goodfood 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 Goodfood industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Mira 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 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 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.

SOURCE Mira VII Acquisition Corp.

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