11:05:26 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Mira II Acquisition Corp
Symbol MIA
Shares Issued 12,500,000
Close 2011-09-22 C$ 0.13
Market Cap C$ 1,625,000
Recent Sedar Documents

Mira II to acquire Element Financial in RTO for QT

2011-10-05 09:27 ET - News Release

Mr. Ronald Schmeichel reports

JJR CAPITAL ANNOUNCES PROPOSED QUALIFYING TRANSACTION OF MIRA II ACQUISITION CORP. WITH ELEMENT FINANCIAL CORPORATION

Mira II Acquisition Corp. has entered into a letter of intent dated Oct. 4, 2011, with Element Financial Corp. to complete a going public transaction for Element by way of a reverse takeover of Mira II, a capital pool company listed on the TSX Venture Exchange. The proposed transaction will be conducted by way of an amalgamation under the Business Corporations Act (Ontario) pursuant to which Element will combine its corporate existence with Mira II, with the amalgamated entity being named Element Financial Corp.

Element is an independent finance company that originates, manages and finances equipment leases. Element specializes in providing equipment financing in Canada to owner/operators, as well as to small- and medium-sized businesses. Element originates the vast majority of its equipment financings through its employee sales force, who focus on equipment vendors and direct equipment users.

In conjunction with, or prior to the closing of, the proposed transaction, Element intends to complete a brokered private placement co-led by GMP Securities LP, Barclays Capital Canada Inc. and BMO Capital Markets and including CIBC World Markets Inc. and National Bank Financial Markets of subscription receipts. It is contemplated that the subscription receipts issued pursuant to the private placement will ultimately be convertible or exchangeable into freely tradeable common shares of the resulting issuer.

In addition, immediately prior to the completion of the proposed transaction, it is anticipated that Mira II will consolidate its common shares. It is intended that amalco shares will be issued to holders of Element common shares under the proposed transaction on the basis of one amalco share for every one common share of Element, and that outstanding options of Element will be exchanged for comparable securities of the resulting issuer. It is also intended that amalco shares will be issued to holders of Mira II common shares under the proposed transaction on the basis of one amalco share for every one common share of Mira II (on a postconsolidation basis), and that the outstanding options of Mira II (on a postconsolidation basis) will be exchanged for comparable securities of the resulting issuer.

If the proposed transaction is completed, it is anticipated that the board of directors of the resulting issuer will consist of the 11 current directors of Element. If completed, the proposed transaction will constitute Mira II's qualifying transaction (as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual). A comprehensive press release with further particulars relating to the proposed transaction will follow in accordance with the policies of the exchange.

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, regulatory approvals, exchange acceptance, shareholders of Element and Mira II approving, among other things, the proposed transaction and, if applicable pursuant to exchange requirements, the filing of a sponsorship report and majority of the minority 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 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 exchange 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 exchange nor its regulation services provider (as that term is defined in the policies of the exchange) accepts responsibility for the adequacy or accuracy of this release.

We seek Safe Harbor.

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