VANCOUVER, B.C. – April 5, 2017 – Mission Ready Services Inc. (“Mission Ready” or the “Company”) (TSX-V: MRS) announced today that it has entered into an agreement with First Republic Capital Corporation (the “Agent”) pursuant to which the Company will issue, on a brokered private placement basis (the “Offering”), up to CAD $1.5MM aggregate principal amount of secured convertible debentures (the “Debentures”).
The Debentures will bear interest from the date of closing at 10% per annum, paid annually upfront in common shares in the capital of the Company (each a “Share”) at a price per Share equal to the 10-day volume weighted average price of the Shares on the TSX Venture Exchange prior to the date upon which the investors make each investment. The Debentures will have a maturity date of 24 months from the Closing Date of the Offering (the “Maturity Date”). Net proceeds from the Offering will be used for the advancement of the Company’s manufacturing business, product development initiatives, and for general working capital purposes.
At the Maturity Date, the Company will repay the Debentures in full plus accrued and unpaid interest. Each Debenture shall be convertible, at the option of the Debenture holder, in whole or in part, into Shares (a “Debenture Share” or the “Debenture Shares”) in the capital of the Company at any time before the Maturity Date at a price of $0.10 per Debenture Share (the “Conversion Price”). If at any time prior to the Maturity Date the Company issues Shares at a price below $0.10 per Share, the Conversion Price shall be automatically reduced to match the issue price of the Shares. The Company acknowledges that without the prior written consent of the Debenture holder, which consent may be withheld by the Debenture holder in his or its sole discretion, the Company may not issue any securities of the Company at an issue price (the “Issue Price”) of less than $0.10 per Share unless the Company obtains the written consent of the TSX Venture Exchange to the reduction of the Conversion Price to the Issue Price or other arrangements wholly satisfactory to the Debenture holder are made.
In addition, for each $0.10 of Debenture purchased, the subscriber will receive one transferable share purchase warrant (individually a “Warrant” or collectively the “Warrants”), entitling the holder thereof to acquire one Share (a “Warrant Share”) at a price of $0.15 per Warrant Share until the date that is 36 months from the Closing Date. If at any time prior to the expiry of the Warrants the Company issues Shares at a price below $0.10 per Share, the exercise price of the Warrants shall be automatically reduced to match the issue price of the Shares. The Company acknowledges that without the prior written consent of the Warrant holder, which consent may be withheld by the Warrant holder in his or its sole discretion, the Company may not issue any securities of the Company at an Issue Price of less than $0.10 per Share unless the Company obtains the written consent of the TSX Venture Exchange to the reduction of the warrant exercise price to the Issue Price or other arrangements wholly satisfactory to the Warrant holder are made.
Debenture holders will receive a general security agreement on the Company’s assets as well as guarantees, where allowable, of each subsidiary of the Company in Canada or the United States, which guarantees shall be collaterally secured by a first ranking security agreement from each subsidiary. The Debentures rank senior to any security of the Company other than a factoring facility of up to USD$1,000,000.
Closing of the Offering is expected to occur on or about April 30, 2017 (the “Closing Date”) and is expected to close in two tranches. The first tranche shall be in the amount of up to CAD $1MM of which a lead investor (the “Lead Investor”) shall invest up to CAD $500,000 of the Offering on the first tranche and, subject to the Company achieving certain agreed upon milestones, CAD $500,000 on the second tranche.
The Offering is in the form of a best efforts private placement (i) in Canada to “accredited investors” within the meaning of National Instrument 45-106 and other exempt purchasers in each province of Canada, as agreed upon by the Company and the Agent, (ii) in the United States only to Qualified Institutional Buyers (within the meaning of Rule 144A), and in each case in compliance with the securities laws of the applicable states of the United States, to investors that the Agent has reasonable grounds to believe and does believe are Qualified Institutional Buyers. The completion of the Offering shall be subject to and conditional upon, among other things, the receipt of all necessary regulatory, stock exchange, shareholder and third party approvals as are necessary in the circumstances, including the approval of the TSX Venture Exchange.
All of the securities issued in connection with the Offering are subject to a “hold period” of four months plus one day from the date of closing pursuant to the applicable securities laws.
About Mission Ready Services Inc.
Mission Ready serves to save lives and enhance the performance of military personnel, first responders, and those who protect us by working to ensure they are equipped with the best possible personal protective equipment.
Headquartered in Vancouver, BC, Mission Ready has three distinct, synergistic operating divisions:
- Innovations and Development of Personal Protective Equipment
- Manufacturing of Leading Military & Law Enforcement Personal Protective Equipment
- Cleaning, Decontamination & Repair of Personal Protective Equipment
Mission Ready’s management team offers over 100 years of combined industry experience and is composed of industry experts in developing products, contracting, and selling to the federal government, first responders and tactical markets through open market procurements, teaming arrangements, and a variety of federal contract tools.
Terry Nixon – Director, Corporate Communications
Mission Ready Services Inc.
(signed “Jeff Schwartz”)
President & CEO
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “forecast”, “project”, “budget”, “schedule”, “may”, “will”, “could”, “might”, “should” or variations of such words or similar words or expressions. Forward-looking information is based on reasonable assumptions that have been made by Mission Ready Services Inc. as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Mission Ready Services Inc. to be materially different from those expressed or implied by such forward-looking information.
Forward-looking statements are based on assumptions management believes to be reasonable. Although Mission Ready Services Inc. has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Mission Ready Services Inc. does not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.