VANCOUVER, B.C. – April 28, 2017 – Mission Ready Services Inc. (“Mission Ready” or the “Company”) (TSX-V: MRS) is pleased to announce the closing of the first tranche of $800,000 of a brokered private placement of up to $1,500,000 (the “Offering”) through the issuance of secured convertible debentures (“Debentures”). The terms of the Debentures remain substantially the same as disclosed in the Company’s News Release dated April 25, 2017.
Each Debenture is convertible at the option of the holder, in whole or in part, into units consisting of one common share and one share purchase warrant at a price of $0.10 (the “Conversion Price”) per unit at any time before 5:00 p.m. (Toronto time) on the date that is twelve months following the closing of the Offering, or each tranche thereof. Each Debenture matures twelve months from the date of issuance (the “Maturity Date”) and contains a clause entitling the holder at its option to extend the Maturity Date of the debenture for a further 12 months on terms acceptable to the TSX Venture Exchange (the “Exchange”) at the time of the extension. The Debentures bear interest at a rate of 15% per annum, accrued and payable on the Maturity Date or where the whole or any part of the Debenture is converted, on the date of conversion in proportion to amount of the Debenture converted on such date. The Debenture is subject to a default clause whereby if the Company issues shares at a price per share less than the Conversion Price during the term of the Debenture this will be treated as a default and all amounts due under the Debenture will become payable where the Company does not cure such default within a 30-day period after receiving notice of such default from the holder.
Each share purchase warrant (each, a “Warrant”) that is issued as a result of any conversion is exercisable by the holder to acquire one common share of the Corporation for a period of thirty-six (36) months from the date of conversion at an exercise price of $0.15 per warrant share. The Warrants will be subject to an adjustment clause whereby if during the term that the Debenture or Warrants remains outstanding the Company issues securities at a price below the Conversion Price then, subject to the approval of the Exchange and including any conditions the Exchange may require, the exercise price for the Warrants shall be reduced to such issue price.
If the Debentures are fully converted the result would be the issuance of up to 15,000,000 common shares of the Company and 15,000,000 Warrants each exercisable into one common share of the Company
The Company provided a covenant in the Debenture that it will not issue any security that ranks senior to or pari-passu with the Debentures without the approval of Debenture holders. The Company has entered into a general security agreement (the “GSA”) in first ranking on the Company’s assets in Canada and the United States, which secures the obligations of the Company to the Subscriber under the Debenture. The Company’s material subsidiaries have delivered guarantees of the Company’s obligations under the GSA and have registered first ranking security against the assets of the material subsidiaries in accordance with the terms and conditions of the security agreements.
Notwithstanding the forgoing, the Debentures allow the Company to enter into an agreement with a third party for the factoring of receivables and inventory of up to USD$1,000,000 at one time (which shall not exceed US$750,000 in factoring until the Company provides a subordination agreement executed by an existing secured creditor pursuant to a secured promissory note up to a maximum of US$100,000), which may rank senior to the Debentures.
In connection with the closing of this tranche, First Republic Capital Corp. who has acted as agent has received $40,000 as a cash commission, equal to 5% of the gross proceeds raised and 800,000 broker warrants, a quantity equal to 10% of the aggregate number of Units (on a fully converted basis) sold. Each broker warrant entitles the holder to purchase one common share and one share purchase warrant of the Company at a price of $0.10 per unit, at any time during the 24-month period following the closing of the Offering. Any share purchase warrants issued pursuant to the exercise of the broker warrant will entitle the Agent to acquire one common share of the Company and will be exercisable at $0.15 per warrant any time during 36 months following issuance of such share purchase warrant.
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.
The Company is hopeful that it may complete one or more additional tranches of the Offering in the near future.
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.