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TSX VENTURE EXCHANGE: MRY.P
TORONTO, Nov. 5, 2014 /CNW/ - Mira IV Acquisition Corp.
("Mira") is pleased to announce that it has entered into a
letter of intent dated November 5,
2014 with Profound Medical Inc. ("Profound"), a
corporation existing under the laws of the Province of Ontario, to complete a going-public
transaction for Profound (the "Proposed
Transaction").
It is currently anticipated that the Proposed Transaction will
proceed by way of a "three-cornered" amalgamation under
Ontario law, pursuant to which
Profound will combine its corporate existence with a wholly-owned
subsidiary of Mira. For convenience, Mira, as it will exist after
completion of the Proposed Transaction, is sometimes referred to
herein as the "Resulting Issuer".
Mira intends that the Proposed Transaction will constitute its
"Qualifying Transaction" under Policy 2.4 – Capital Pool
Companies of the TSX Venture Exchange (the "TSXV"). The
Proposed Transaction will be an arm's length transaction.
Profound is a Canadian medical device company that is developing
and commercializing a unique, minimally invasive treatment for
prostate cancer. Profound's novel technology combines Magnetic
Resonance Imaging ("MRI") guidance and ultrasound energy to
deliver thermal ablative therapy to the prostate gland. Delivered
via a trans-urethral approach, the technique combines the image
quality of MRI with thermal ultrasound as the treatment tool.
This method of prostate cancer treatment affords highly accurate
and precise treatment within the prostate gland in a short time
span in an outpatient setting. Profound recently completed
enrollment in its 30 patient multi-jurisdictional TULSA safety and feasibility trial.
If the Proposed Transaction is completed, it is anticipated that
the board of directors of the Resulting Issuer (the "New
Slate") will consist of between three (3) and nine (9)
directors, all of whom will be nominated by Profound, and the
executive officers of the Resulting Issuer will be appointed by the
New Slate. The New Slate will be put forth and nominated at a
meeting of Mira's shareholders to be held prior to the completion
of the Proposed Transaction.
In conjunction with, and prior to the closing of the Proposed
Transaction, Profound intends to complete a brokered private
placement of subscription receipts for gross proceeds of up to
$30 million (the "Private
Placement"). Each subscription receipt will be automatically
exchanged for one common share of Profound immediately prior to the
completion of the Proposed Transaction and upon the satisfaction of
specified escrow release conditions, including the completion or
waiver of all conditions precedent to the Proposed Transaction and
the conditional approval for listing of the common shares of the
Resulting Issuer on the TSXV.
Pursuant to the Proposed Transaction it is intended that: (i)
the outstanding common shares of Mira will be consolidated on the
basis of a consolidation ratio to be determined in the context of
the closing of the Private Placement (the "Consolidation");
and (ii) the holders of Profound common shares (including those
investors in the Private Placement) will receive one common share
of the Resulting Issuer in exchange for each outstanding Profound
common share (on a post-Consolidation basis). The outstanding
options of Mira will be adjusted accordingly to reflect the
Consolidation. Following the completion of the Proposed
Transaction, the shareholders of Profound (including those
investors in the Private Placement) will hold a significant
majority of the outstanding common shares of the Resulting
Issuer.
For the purposes of the Proposed Transaction, the deemed value
of each common share of Mira will be $0.11 (on a pre-Consolidation basis).
A comprehensive press release with further particulars relating
to the Proposed Transaction and the Resulting Issuer will follow in
accordance with the policies of the TSXV.
Completion of the Proposed Transaction is subject to a number
of conditions including, but not limited to: completion of
satisfactory due diligence; completion of the Private Placement;
execution of a definitive agreement in respect of the Proposed
Transaction; receipt of requisite regulatory approvals; acceptance
of the Proposed Transaction as Mira's Qualifying Transaction by the
TSXV; receipt of all requisite approvals from the shareholders of
each of Mira and Profound for the Proposed Transaction and/or
ancillary matters relating thereto; and the completion of all other
actions necessary to consummate the Proposed Transaction. 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 securities of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents
of this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.
No securities may be offered or sold in the United States unless registered or exempt
from registration under the U.S. Securities Act of 1933, as
amended.
Notice on forward-looking statements:
This press release includes forward-looking statements
regarding Mira, Profound, and their respective businesses, which
may include, but is not limited to, statements with respect to the
completion of the Proposed Transaction and the Private Placement,
the terms on which the Proposed Transaction and Private Placement
are intended to be completed, the ability to obtain regulatory and
shareholder approvals 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, and are based on assumptions and subject to risks and
uncertainties (including the risk factors listed below). 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 the Private Placement, 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 medical device industry, failure to
obtain regulatory or shareholder approvals, market conditions,
economic factors, the equity markets generally and risks associated
with growth and competition. Although Mira and Profound 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 Profound 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 IV Acquisition Corp.