completes qualifying transaction including $25 million private placement

2 minute read
10 July 2015

On July 10, 2015, Inc. (the "Corporation"), formerly Mira VI Acquisition Corp. completed its qualifying transaction (the “Qualifying Transaction”) pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange. In accordance with the previously announced merger agreement dated May 29, 2015 (the “Merger Agreement”), Mira VI SubCo Inc., a wholly-owned subsidiary of the Corporation, merged into Inc. and was renamed US Inc.

The Qualifying Transaction was structured as a reverse triangular merger under the Delaware General Corporation Law as a result of which US Inc. became a wholly-owned subsidiary of the Corporation.

On June 2, 2015, US Inc. (formerly Inc.) completed a private placement (“Private Placement”) of subscription receipts (the “Subscription Receipts”) conducted by a syndicate of agents lead by Canaccord Genuity Corp. and Beacon Securities Limited.

Pursuant to the Private Placement, US Inc. issued 4,000,000 Subscription Receipts at a price of $6.25 per Subscription Receipt for total gross proceeds of $25 million. Each Subscription Receipt was exchanged for one common share of US Inc., which common shares were then exchanged for common shares of the Corporation, on a one for one basis, pursuant to the Merger Agreement. The proceeds of the Private Placement were released from escrow on closing of the Qualifying Transaction.

Gowlings advised the Corporation on the foregoing transactions with a team that included John Durdan, Amy Hastings, Michael Misener and Radhika Vaidyanathan.

The Corporation provides a rewards platform targeting consumers primarily by rewards for people's every day mobile and internet activities.

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