Mira IV Acquisition Corp. Announces entering into of an Amalgamation Agreement with Profound Medical Inc.

TORONTO, April 29, 2015 /CNW/ - Mira IV Acquisition Corp. ("Mira"; TSXV: MRY.P) is pleased to announce that it, together with its wholly-owned subsidiary Mira IV Subco Inc. ("Mira Subco"), has entered into a definitive agreement dated April 29, 2015 (the "Amalgamation Agreement") pursuant to which Mira Subco will amalgamate (the "Amalgamation") with Profound Medical Inc. ("Profound") to complete an arm's length qualifying transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange (the "TSXV").  The Amalgamation is structured as a three-cornered amalgamation and as a result the amalgamated corporation ("Amalco") will become a wholly-owned subsidiary of Mira at the time of the completion of the Amalgamation. Following completion of the Amalgamation, Mira will change its name to "Profound Medical Corp." (the "Resulting Issuer").  The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. Profound and Mira anticipate closing the Transaction on or about May 21, 2015.

About Profound

Profound is a healthcare company incorporated on June 13, 2008 under the Business Corporations Act (Ontario). Profound is focused on the development and commercialization of the TULSA-PRO system, its transurethral ultrasound ablation device for the treatment of localized prostate cancer. The TULSA-PRO system is based on certain research conducted at Sunnybrook Hospital in Toronto, Ontario, which intellectual property is made exclusively available to Profound pursuant to licensing arrangements with Sunnybrook Health Sciences Centre.

The current standard of care for prostate cancer (radical prostatectomy) produces high survival rates, but can result in negative quality of life outcomes in a significant number of treatment cases. Potential negative outcomes can include urinary and rectal incontinence, erectile dysfunction and bowel problems. Profound believes that the use of its TULSA-PRO system will have treatment outcomes comparable to the best of current procedures, but with lower rates of complications and higher quality of life for patients. The results of Profound's safety and feasibility study, currently underway for the TULSA-PRO system six months after treatment indicate:

(a)               

no serious treatment related adverse events;



(b)              

accurate and precise thermal ablation of the prostate; and



(c)               

promising quality of life outcomes.

 

The TULSA-PRO system is an investigational device, which requires country-specific investigational authorization. Profound's regulatory strategy for its clinical trials involves two phases: a safety and feasibility study (which is currently underway) and a clinical trial intended to provide evidence and reasonable assurance of safety and efficacy for device marketing approval (the "Pivotal Trial"). The safety and feasibility study was designed to evaluate the device's usability in human subjects with end points designed to assess procedure tolerability, safety, technical feasibility and initial clinical efficacy. Assessment by the applicable regulatory authority of the safety and feasibility study may enable a commercial launch of the TULSA-PRO system in Canada and the European Union. Alternatively, the regulatory authorities in Canada and the European Union may determine that the results are insufficient to demonstrate that the TULSA-PRO system is safe and effective and may require additional trials to be conducted.

Profound must successfully complete the Pivotal Trial and then obtain regulatory approval of the TULSA-PRO system from the U.S. Food and Drug Administration in order to introduce its product to the United States market. Profound anticipates that the data collected from the safety and feasibility study will form a significant part of the basis, but not necessarily be the only basis, for the Pivotal Trial study approval in the United States.  The Pivotal Trial is being designed to support a de novo submission in the United States. In the de novo submission, Profound must demonstrate that there are no predicate devices and that the TULSA-PRO system is a low or moderate risk device for which general or general and special controls provide a reasonable assurance of the device's safety and effectiveness.

Profound operates from its head office located at 3080 Yonge Street, Toronto, Ontario, Canada, which is leased from its landlord. Profound does not own any real property.

Summary of Financial Information for Profound

The following table sets forth selected financial information for Profound as of and for the year ended December 31, 2014.  This information is derived from audited financial statements of Profound for the year ended December 31, 2014 prepared in accordance with International Financial Reporting Standards.

 

CDN$





For the year ended December 31, 2014




Operating Expenses     




$4,338,757

Net Loss and Comprehensive Loss for the Year




8,204,409






Basic and diluted net loss per common share



3.79









Total Assets



2,609,076

Total Liabilities



40,549,797

 

Proposed Profound Financing

Private Placement

Before the effective time of the Amalgamation, Profound proposes to complete a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") led by GMP Securities, L.P. and Cormark Securities Inc., and including Bloom Burton & Co. and Mackie Research Capital Corporation (collectively, the "Agents"). Pursuant to the Private Placement, Profound will offer $21,750,000 of Subscription Receipts (as revised from up to $30,000,000 of Subscription Receipts disclosed in the press release of Mira dated November 5, 2014), representing 14,500,000 Subscription Receipts at a price of $1.50 per Subscription Receipt.

Profound has granted to the Agents an option (the "Agents' Option") to arrange for the purchase of up to an additional $3,262,500 of Subscription Receipts, representing 2,175,000 Subscription Receipts. On April 27, 2015, the Agents delivered notice to Profound of their intention to partially exercise the Agents' Option in respect of 1,505,885 Subscription Receipts.

Each Subscription Receipt will be exchangeable for one common share in the capital of Profound (a "Profound Common Share") upon the satisfaction of certain conditions related to the Transaction.  Pursuant to the terms of the Amalgamation Agreement, holders of Profound Common Shares exchanged for the Subscription Receipts will receive common shares in the capital of the Resulting Issuer (each a "Resulting Issuer Common Share") upon completion of the Amalgamation (and subject to the share consolidation, as described under the heading "About the Transaction") on the basis of one Resulting Issuer Common Share for each Profound Common Share held. The completion of the Private Placement for an amount of at least $21,750,000 is a condition to closing the Transaction.

The Agents will be entitled to receive a cash commission equal to 6% of the gross proceeds from the Private Placement (the "Agents' Commission") (including in respect of the exercise of the Agents' Option), provided that the amount of the cash commission payable in connection with gross proceeds received from persons or entities on the president's list of the Company (the "President's List") is 3% of such gross proceeds, together with that number of compensation options (the "Agents' Compensation Options") equal to 4% of the total number of Profound Subscription Receipts issued under the Private Placement (including in respect of the exercise of the Agents' Option), provided that the Agents shall be granted Compensation Options equal to 2% of the total number of Subscription Receipts issued to persons or entities on the President's List. Each Agents' Compensation Option will be exercisable to purchase one Profound Common Share at the price of $1.50 per Profound Common Share for a period of 24 months from the date that the proceeds of the Private Placement are released from escrow in accordance with the terms of the Private Placement. The Agents' Compensation Options will be exchanged for Resulting Issuer Options, pursuant to the Amalgamation Agreement. Based on notice delivered by the Agents' on April 27, 2015, the Agents' Commission will be $1,296,530 and the Agents will be issued an aggregate of 576,235 Agents' Compensation Options.

Additional Financing

On January 27, 2015, Profound completed a bridge financing with BDC Capital Inc. ("BDC Capital") and Genesys Ventures II LP ("Genesys") pursuant to which BDC Capital and Genesys advanced to Profound $1,000,000 and $500,000, respectively, pursuant to secured convertible notes (the "Secured Convertible Notes"), accruing interest at 12% per annum. Immediately prior to the completion of the Amalgamation, the obligations due under the Secured Convertible Notes will convert into Profound Common Shares at $1.50 per Profound Common Share. No Agents' Commission is payable or Agents' Compensation Options will be granted in respect of the Secured Convertible Notes. The principal and accrued interest under the Secured Convertible Notes will convert into 692,000 and 346,000 Profound Common Shares for BDC Capital and Genesys, respectively.

Prior to the closing of the Private Placement, Profound expects to enter into a loan agreement with Mira (the "Mira Loan Agreement"), pursuant to which Profound will borrow $225,000 from Mira. Profound expects to pay off, in full, the amount owing under the Mira Loan Agreement on the closing of the Transaction from the proceeds of the Knight Loan Agreement (as defined below). This facility will be secured by a security interest on all of the property of Profound, shall bear interest at a rate of 15% per annum and shall mature three months after issuance. The outstanding indebtedness under the Mira Loan Agreement will be evidenced by a grid promissory note to be delivered by Profound to Mira.  In connection with the Mira Loan Agreement, Profound will pay Mira a $10,000 placement fee.

Profound expects to enter into an agreement, prior to the completion of the Amalgamation, to borrow $4,000,000 of secured debt from Knight Therapeutics Inc. ("Knight", and any such resulting loan agreement being the "Knight Loan Agreement") pursuant to a term sheet with Knight which outlines the terms of the contemplated loan transaction. The parties are working to settle the terms of the Knight Loan Agreement, which the parties expect to enter into prior to the closing of the Private Placement. The term of the Knight Loan Agreement shall initially be four years with an interest rate of 15% per annum. Provided that certain conditions are satisfied, Profound is expected to have the option to request extensions of the maturity date in one-year increments to a maximum of four times, resulting in a potential eight year term of the Knight Loan Agreement.  It is anticipated that any extension of the initial maturity date will result in a change of the interest rate provisions such that following any such extension the interest rate would be the greater of (i) 15% and (ii) the sum of a floating prime rate of interest determined by Knight plus 10%.  Following an event of default under the Knight Loan Agreement an additional 5% interest will be added to the then effective annual rate of interest. Payments of principal and interest will be deferred until June 30, 2017 with all interest until such date being accrued. Profound will have the option to prepay the indebtedness under the Knight Loan Agreement subject to the payment of a prepayment fee to Knight. The terms of the Knight Loan Agreement are expected to include covenants with respect to capital expenditures and other indebtedness, maintaining minimum cash balances at all times and certain financial covenants in relation to the twelve month period ending on June 30, 2019 and for periods thereafter, in addition to covenants with respect to permitted distributions. Knight shall also be granted a royalty of 0.5% on net sales resulting from global sales of the TULSA-PRO system for the duration of the Knight Loan Agreement. Profound (and the Resulting Issuer following the completion of the Amalgamation) will grant a security interest over all assets (including the shares of Profound Medical Inc., which will be a wholly-owned subsidiary of the Resulting Issuer). It will be a condition precedent to funding the Knight Loan Agreement that each of the Health Technology Exchange and the Federal Economic Development Agency enter into acknowledgements, subordination agreements or similar arrangements as to the priority of the Knight Loan Agreement and related security. Events of default under the Knight Loan Agreement will include any covenant breach, failure to maintain minimum required net assets at all times, cross defaults to other agreements, a failure to comply with certain financial tests as to, among other items, minimum revenues over certain specified periods, a change of control of Profound (or the Resulting Issuer following the completion of the Amalgamation), and a failure of the Resulting Issuer Common Shares to be posted and listed for trading on the TSXV or the Toronto Stock Exchange or where such shares are subject to a cease trade order in effect for more than 20 business days.

The Knight Loan Agreement will also provide that if the Transaction is completed but the loan is not advanced by Knight due to the non-satisfaction of any of the conditions precedent contained in the Knight Loan Agreement (which include the entering into of the distribution, license and supply agreement (described below), the provision of the equity of the Resulting Issuer (described below), the completion of the Transaction and other conditions precedent which are customary under the circumstances), Knight will continue to be entitled to the royalty payment (described below) for the duration of the Knight Loan Agreement and the Resulting Issuer will also be required to pay Knight an amount of $600,000 on account of liquidated damages.

Profound also expects to enter into a distribution, license and supply agreement with Knight prior to the completion of the Transaction pursuant to which Knight will act as the exclusive distributor of the Company's TULSA-PRO system in Canada for an initial ten year term, renewable for successive ten year terms by either party. The Company has also agreed to issue to Knight, as a transaction fee in connection with these commercial arrangements, that number of Profound Common Shares as would result in Knight owning 4.0% of the equity of the Resulting Issuer, strictly in connection with and as a result of commercial arrangements, after giving effect to the Qualifying Transaction. Such transaction fee would amount to an issuance of 1,715,937 Profound Common Shares (such number of Profound Common Shares calculated on the basis of the assumptions described under the heading "About the Transaction"). Knight will also be granted the right to nominate one member of the board of directors of the Resulting Issuer upon completion of the Transaction and Profound will support any such nominee's proposed membership on the Audit Committee and the Compensation Committee of the Resulting Issuer. It is currently expected that Knight's nominee for election to the board of directors of the Resulting Issuer will be Jonathan Goodman.

It is anticipated that the gross proceeds from the Private Placement will be used as follows:

(a)               

Pivotal Trial of TULSA-PRO                                   

$7,000,000




(b)              

Agents' Commission                                                  

$1,296,530




(c)               

Estimated costs of the Transaction                             

$1,612,500




(d)              

TULSA-PRO European Union commercial launch   

$7,427,000




(e)               

Unallocated working capital                                       

$6,672,798




(f)                

Total                                                                           

$24,008,828

 

Notwithstanding the foregoing, management of Profound and the Resulting Issuer may determine that it is in the best interests of Profound or the Resulting Issuer to allocate the net proceeds of the Private Placement in a manner that is different than the foregoing and the net proceeds may be allocated accordingly. There may be circumstances, where for sound business reasons, the reallocation of funds may be necessary in order for the Resulting Issuer to achieve its stated business objectives.

About the Transaction

Mira held a special meeting of its shareholders on December 22, 2014 to approve certain matters related to the Transaction. The shareholders of Mira approved: (i) a change in the name of Mira from "Mira IV Acquisition Corp." to "Profound Medical Inc." or such other name as the board of directors of Mira deems appropriate; (ii) the election of the proposed directors; (iii) Mira's stock option plan; (iv) a consolidation of the common shares of Mira within a range of: (a) one post-consolidation Mira common share for every 11.6363 pre-consolidation common shares of Mira; and (b) one post-consolidation Mira common share for every 15.9091 pre-consolidation common shares of Mira; and (v) the appointment of a new auditor of the Resulting Issuer, being PricewaterhouseCoopers LLP. Details regarding the special meeting of the shareholders of Mira are available in a management information circular dated November 19, 2014 that has been provided to shareholders of Mira. The board of directors of Mira has approved a consolidation ratio of one-post consolidation Mira common share for every 13.6363 pre-consolidation common shares of Mira. The Amalgamation will be approved by the sole shareholder of Mira Subco and by the shareholders of Profound, each by way of a resolution prior to the Amalgamation.

Under the terms of the Amalgamation Agreement, at the effective time of the Amalgamation, among other things:

(a)               

each holder of Profound Common Shares (except for Profound Common Shares held by holders that have validly exercised their dissent rights in connection with the special resolution approving the Amalgamation) shall exchange their Profound Common Shares for Resulting Issuer Common Shares on the basis of one fully paid and non-assessable Resulting Issuer Common Share for every one Profound Common Share held; and

(b)              

subject to receipt of all required regulatory approvals, each holder of options issued under Profound's stock option plan (each a "Profound Option") or Agents' Compensation Options outstanding immediately before the effective date of the Amalgamation shall exchange each such Profound Option or Agents' Compensation Option, as the case may be, for one option issued under the Resulting Issuer's stock option plan (each a "Resulting Issuer Option") with such Resulting Issuer Option having the same terms as the Profound Option or Agent's Compensation Option, as the case may be, being exchanged, and each such Profound Option or Agents' Compensation Option shall be cancelled. The exercise price for each Resulting Issuer Common Share underlying the Resulting Issuer Option will be equal to the exercise price per Profound Common Share under the Profound Option or the Agents' Compensation Option, as the case may be, in effect immediately prior to the Amalgamation on a post-consolidation basis.

 

The completion of the Amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Immediately after the completion of the Transaction, on a non-diluted basis and after giving effect to the Mira consolidation, the shareholders of Mira will own approximately 2,200,000 Resulting Issuer Common Shares, all holders of Profound Common Shares existing immediately prior to the Transaction (including the Profound Common Shares issued: (i) upon the conversion of the Subscription Receipts; (ii) to Knight; (iii) upon conversion of the Secured Convertible Notes; and (iv) the current holders of Profound Common Shares) will receive 37,204,502 Resulting Issuer Common Shares.

BDC Capital, a corporation governed by the laws of Canada, will, after giving effect to the Transaction, beneficially own, control or direct, directly or indirectly, approximately 9,788,347 Resulting Issuer Common Shares, representing approximately 22.8% of the issued and outstanding Resulting Issuer Common Shares on a fully diluted basis (including the conversion of the Secured Convertible Note). Genesys, a limited partnership organized under the laws of Ontario whose general partner is resident in Canada, will, after giving effect to the Transaction, beneficially own, control or direct, directly or indirectly, approximately 9,084,862 Resulting Issuer Common Shares, representing approximately 21.2% of the issued and outstanding Resulting Issuer Common Shares on a fully diluted basis (including the conversion of the Secured Convertible Note). BDC Capital and Genesys have entered into support agreements with Mira pursuant to which they have agreed, among other things, to support the Transaction including by voting in favour of the Amalgamation.

Note that all the foregoing figures in this press release have been calculated based on the following assumptions: (i) 16,005,885 Subscription Receipts are issued pursuant to the Private Placement (which number includes the partial exercise of the Agents' Option); (ii) the Private Placement closes on April 30, 2015; and (iii) the Transaction closes on May 21, 2015. If these assumptions differ from the foregoing, the number of Resulting Issuer Common Shares held by shareholders of Profound will differ.

Arm's Length Transaction

The Transaction is an arm's length transaction in accordance with the policies of the TSXV and is not subject to Mira shareholder approval.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer.

Steven Plymale - Chief Executive Officer and Director

Steven Plymale has over two decades of senior management experience in the medical device industry. Previously, he was the Vice President and General Manager of Excel-Tech Ltd., a division of Natus Medical Incorporated. Excel-Tech Ltd., formerly a public company, was acquired by Natus Medical Incorporated in November 2007, and designs, manufactures and sells a broad portfolio of diagnostic monitoring devices for neurology. Mr. Plymale led Excel-Tech Ltd. to profitability within 12 months of assuming the General Manager role as well as completing four acquisitions. Prior to this appointment, Mr. Plymale served in various senior management roles within several medical device companies such as ISG Technologies/Cedara Software, CryoCath Technology, Claron Technology and The Bluehaven Consulting group. He brings a unique blend of management skills and experience focusing on operations, quality and regulatory affairs and strategic planning.

Shameze Rampertab - Chief Financial Officer

Shameze Rampertab has more than 15 years of life sciences public company and capital markets experience. He was most recently Vice-President, Finance and Chief Financial Officer at Intellipharmaceutics International Inc. and also served as Chairman and Director of Imaging Dynamics Company Limited. Prior to this he was a Partner in Healthcare Investment Banking at Loewen, Ondaatje, McCutcheon Limited. He also served as Health Sciences and Biotechnology Analyst at several investment banking firms such as Jennings Capital Inc., Canaccord Capital Corporation and Sprott Inc. Previously he served as the Director, Finance and Secretary-Treasurer for Drug Royalty Inc. Mr. Rampertab has substantial expertise with financing, licensing and royalty deals. He has a Bachelor of Science from the University of Toronto, a Master of Business Administration from McMaster University and is a Chartered Professional Accountant.

Ronald Kurtz - Vice-President of Engineering

Ronald Kurtz has over two decades experience in engineering management and design, primarily focused on medical device development. He has a deep knowledge of all aspects of product lifecycle management, including formal clinical studies, regulatory approvals and market launches. Previously Mr. Kurtz served as Vice-President of R&D at Excel-Tech Ltd. where, over 16 years, he successfully developed, patented and commercialized a broad portfolio of diagnostic neurology products and aided the company through its 2006 initial public offering and subsequent sale to Natus Medical Incorporated. Mr. Kurtz has a Bachelor of Engineering and Masters of Engineering from McGill University.

Guruprit Singh - Vice-President of Quality and Regulatory Affairs

Guruprit Singh has been in the medical device industry for over two decades, managing both quality and regulatory affairs activities for a number of companies including Natus Medical Incorporated, Philips Medical and C.R. Bard. Most recently she was Director of Quality & Regulatory Affairs at Natus Medical Incorporated, managing a large product portfolio. A reviewer of Regulatory Affairs Professionals Society online university course material, Ms. Singh is also regularly invited to share her unique expertise at industry and peer-attended events. She holds a Bachelor of Science degree from Ranchi University, and continued education in quality and regulatory affairs, clinical conferences and leadership courses. 

Damian Lamb - Chairman and Director

Damian Lamb is co-Founder and Managing Director of Genesys Capital. He brings a unique experience base, blending skills in both the commercial and technical side of biotechnology. Since co-founding Genesys Capital in 2000, Mr. Lamb has been instrumental in raising over $225 million in venture capital funds and has been involved in deploying over $140 million in 28 investments. Other than Profound, he currently serves on the board of directors of Affinium Pharmaceuticals Inc. and the Centre for Probe Development and Commercialization at McMaster University. He has served on the board of directors of Ionalytics Corporation (acquired by Thermo Electron Corp.), Millenium Biologix (acquired by Medtronic) and was Chairman of the board of directors of DELEX Therapeutics Inc. when it was sold to YM BioSciences. Prior to co-founding Genesys Capital, Mr. Lamb was an Investment Manager with MDS Capital Corp. He is a frequently invited speaker at biotechnology industry conferences and was a judge for the BioNorth Top 10 Canadian Life Sciences Companies contest from 2000 to 2008. Mr. Lamb graduated from McMaster University, Faculty of Health Sciences, with an M.S. in Molecular Neurobiology and also holds a Master of Business Administration from Queen's University.

Jean-François Pariseau - Director

Jean-François Pariseau joined Business Development Bank of Canada ("BDC") in July 2001 and is now a Partner with BDC Capital's Healthcare Fund. He has over 17 years of investment and entrepreneurial experience in the life sciences sector. He has invested and managed more than $200 million in biopharmaceutical and medical device companies in North America. Mr. Pariseau's experience includes transactions in private and in public companies, initial public offerings, mergers and acquisitions and fund investments. Prior to joining BDC, he was Chief Executive Officer of a consulting company specializing in regulatory affairs as well as Vice President, R&D for a pharmaceutical-product distribution company, both of which he founded. Mr. Pariseau holds a Bachelor of Science in Biotechnology from Université de Sherbrooke, a Master of Science in Biomedical Sciences from Université de Montréal, and a Master of Business Administration from HEC-Montréal. He currently sits on the board of directors of AngioChem Inc., Clementia Pharmaceuticals Inc. and Clearwater Clinical Limited. He is also an advisor to Hacking Health, a healthcare IT accelerator.

William Curran - Director

William Curran has extensive experience in operations, finance and executive management. He was formerly President and Chief Executive Officer of Philips Electronics North America. He served in diverse functional and senior management positions during his career with Philips, including as Chief Operating Officer of Philips Medical Systems North America. Mr. Curran currently serves on the board of directors of 3D Systems and is Chairman of the Audit Committee and a member of the Executive Committee. He was non-executive Chairman and a Director of Resonant Medical before it was sold to Elekta A.B. in 2010. He has previously served as a director for companies in the medical, electronics and software industries.

Arun Menawat - Director

Arun Menawat has been Novadaq Technologies Inc.'s President and Chief Executive Officer since April 2003. Previously, he held senior management positions at Cedara Software, Tenneco, Inc. and Hercules, Inc. His educational background includes a Bachelor of Science in Biology, University of District of Columbia, Washington, District of Columbia, and a Ph.D. in Chemical Engineering, from the University of Maryland, College Park, Maryland, and a Fellowship in Biomedical Engineering from the National Institute of Health, Bethesda, Maryland. He also earned an Executive MBA from the J.L. Kellogg School of Management, Northwestern University, Evanston, Illinois.

Jonathan Goodman – Director

Jonathan Ross Goodman is the co-founder of Knight Therapeutics Inc. Prior to Knight, he was the co-founder, President and CEO of Paladin Labs Inc. which was acquired by Endo for $3.2 billion. Under his leadership, $1.50 invested in Paladin at its founding was worth $142, 19 years later. Prior to co-founding Paladin in 1995, Mr. Goodman was a consultant with Bain & Company and also worked in brand management for Procter & Gamble. Mr. Goodman holds a B.A. with Great Distinction from McGill University and the London School of Economics with 1st Class Honours. Additionally, Mr. Goodman holds an LL.B. and an M.B.A. from McGill University.

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 Transaction and has neither approved nor disapproved the content of this press release.

In this press release, all references to "$" are to Canadian dollars.

*          *          *

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.  ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Mira, Mira Subco, Profound, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction and the Private Placement, the terms on which the Transaction and the Private Placement are intended to be completed, the use of the net proceeds from the Private Placement, 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. The forward-looking events and circumstances discussed in this release, including completion of the 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 pharmaceutical industry, failure to obtain regulatory or shareholder approvals, 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, other than as required by law.

SOURCE Mira IV Acquisition Corp.

For further information: concerning Mira IV Acquisition Corp., please contact: Jordan Kupinsky, Director, Tel: (416) 972-6574, Fax: (416) 972-6208; For further information concerning Profound Medical Inc., please contact: Steven Plymale, Chief Executive Officer, Tel: (647) 476-1350, Fax: (647) 847-3739

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