NUUVERA INC. ("NUU")
[formerly Mira IX Acquisition Corp. ("MIA.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement-Brokered, Name Change and Consolidation, Company Tier Reclassification, Resume Trading
BULLETIN DATE: January 8, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated December 14, 2017. As a result, at the opening on Tuesday, January 9, 2018, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
Pursuant to the Amalgamation Agreement dated November 17, 2017, a subsidiary of the Company has amalgamated with Nuuvera Holdings Limited (formerly Nuuvera Corp.). In connection with the amalgamation, 71,380,000 post-consolidation common shares of the Company were issued to former shareholders of Nuuvera Holdings Limited, exclusive of the number of common shares issued in the private placement described below.
Private Placement - Brokered
Prior to the completion of the RTO, the Company completed a Brokered Private Placement of subscription receipts of the Company which have been exchanged into the following securities on a post-consolidation basis in the Resulting Issuer:
Number of Shares: 8,000,000 common shares
Purchase Price: $2.50 per common share
Number of Placees: 104 Placees
Insider=Y /
Name ProGroup=P # of Shares
Anthony Lacavera Y 80,000
Mehrdad Barghian Y 1,000,000
Aggregate Pro Group Involvement P 226,000
[4 placee(s)]
Agent's Fee: An aggregate of $1,200,000 cash paid to GMP Securities LP., Clarus Securities Inc. and Canaccord Genuity Corp.
Name Change and Consolidation, Resume Trading
Pursuant to a resolution passed by shareholders on December 14, 2017 , the Company has consolidated its capital on a 16.6666667 old for 1 new basis. The name of the Company has also been changed to Nuuvera Inc.
Effective at the opening January 9, 2018, the common shares of Nuuvera Inc. will commence trading on TSX Venture Exchange, and the common shares of Mira IX Acquisition Corp. will be delisted.
Post - Consolidation
Capitalization: Unlimited number of common shares with no par value of which
80,130,000 shares are issued and outstanding
Escrow: 31,790,000 common shares and 4,947,500 stock options
Escrow Period: 18 months
Transfer Agent: TSX Trust Company
Trading Symbol: NUU (new)
CUSIP Number: 67077B102 (new)
The Company is classified as a "pharmaceutical and medicine manufacturing" company.
Company Tier Reclassification, Resume Trading
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective January 9, 2018, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
Company Contact: Jordan Greenberg, Chief Financial Officer
Company Address: 135 Devon Road, Unit 11, Brampton, Ontario L6T
Company Phone Number: 416-548-5998
Company Fax Number: 416-548-5990
Company Email Address: info@nuuvera.com
Company Website: www.nuuvera.com
Effective at the open January 9, 2018, trading in the shares of the Company will resume.
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