Mr. Stephen Matier reports

MARITIME LAUNCH ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Maritime Launch Services Inc. has closed, effective Dec. 8, 2023, its previously announced non-brokered private placement of unsecured convertible debentures for gross proceeds of $2,282,000. The company intends to use the net proceeds from the offering to advance Spaceport Nova Scotia and for general working capital.

The issuance of the debentures pursuant to the offering was completed on a private-placement and prospectus-exempt basis, such that the issuances are exempt from any applicable prospectus and securities registration requirements.

"We're pleased to close this financing and continue our work developing Canada's first commercial spaceport," says Stephen Matier, president and chief executive officer. "In 2024, our team plans to meet a number of critical milestones, including preparing for, and supporting, two launches of the suborbital program, DART, from Spaceport Nova Scotia."

The debentures will bear cash interest at a rate of 10 per cent per annum, payable quarterly, as well as paid in-kind interest (PIK interest) consisting of 5 per cent of the outstanding debentures in common shares of the company at a price of 12 cents per common share and, unless repaid or converted, will mature 12 months from the date of issuance.

The outstanding principal amount and any accrued unpaid interest thereon is convertible any time up until the maturity date at the election of the holder into common shares of the company at a price per common share of 12 cents, subject to anti-dilution provisions. Each debenture will be accompanied by one common share purchase warrant for each whole 48-cent principal amount of debentures issued. Each warrant will be exercisable at a price of 15 cents any time prior to the date that is five years from the completion of the offering.

The company may choose to prepay the debentures prior to the maturity date, at which point the holders may each elect, solely at the option of each holder, to be repaid in cash with an early repayment payment of 10 per cent of the principal amount outstanding, or to convert the principal and any accrued, unpaid interest into common shares at the conversion price. The debentures will rank equally with other unsecured debt of the company.

In connection with the offering, a related party of the company subscribed for $140,000 of the gross proceeds. Related party participation did not materially affect control of the company.

PowerOne Capital Markets Ltd. acted as a finder in connection with a portion of the offering. In connection with the offering, the company paid aggregate cash finders' fees of $142,650 and issued 1,585,000 finders' warrants, with each finder warrant being exercisable into one common share at a price of 12 cents per common share for a period of five years from the date of closing.

The offering will be considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) due to participation by Sasha Jacob, director and chair of the company. The company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the related party participation in the offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company did not announce the offering 21 days in advance of closing, which the company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the offering in an expeditious manner, and because the related party participation in the offering was not known to the company until Nov. 27, 2023.

About Maritime Launch Services Inc.

Maritime Launch is a Canadian-owned commercial space company based in Nova Scotia. Maritime Launch is developing Spaceport Nova Scotia, a launch site that will provide satellite delivery services to clients in support of the growing commercial space transportation industry over a wide range of inclinations. The development of this facility will serve the constellation market clients delivering global broadband, near-Earth imaging and other science-related activities. This will be the first commercial orbital launch complex in Canada.

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