04:49:07 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Mission Ready Services Inc
Symbol MRS
Shares Issued 83,417,087
Close 2017-04-04 C$ 0.095
Market Cap C$ 7,924,623
Recent Sedar Documents

Mission Ready arranges $1.5-million debenture financing

2017-04-05 14:30 ET - News Release

Mr. Jeff Schwartz reports

MISSION READY ENGAGES FIRST REPUBLIC CAPITAL TO FACILITATE $1.5MM CONVERTIBLE DEBENTURE FINANCING

Mission Ready Services Inc. has entered into an agreement with First Republic Capital Corp., pursuant to which the company will issue, on a brokered private placement basis, up to $1.5-million aggregate principal amount of secured convertible debentures.

The debentures will bear interest from the date of closing at 10 per cent per annum, paid annually upfront in common shares in the capital of the company 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. 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 debentureholder, in whole or in part, into shares in the capital of the company at any time before the maturity date at a price of 10 cents per debenture share. If at any time prior to the maturity date the company issues shares at a price below 10 cents 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 debentureholder, which consent may be withheld by the debentureholder in his or its sole discretion, the company may not issue any securities of the company at an issue price of less than 10 cents 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 debentureholder are made.

In addition, for each 10 cents of debenture purchased, the subscriber will receive one transferable share purchase warrant entitling the holder thereof to acquire one share at a price of 15 cents 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 10 cents 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 warrantholder, which consent may be withheld by the warrantholder in his or its sole discretion, the company may not issue any securities of the company at an issue price of less than 10 cents 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 warrantholder are made.

Debentureholders 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 $1-million (U.S.).

Closing of the offering is expected to occur on or about April 30, 2017, and is expected to close in two tranches. The first tranche shall be in the amount of up to $1-million, of which a lead investor shall invest up to $500,000 of the offering on the first tranche and, subject to the company achieving certain agreed-upon milestones, $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, and (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 and one day from the date of closing pursuant to the applicable securities laws.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.