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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