TORONTO, ONTARIO - TheNewswire - October 21, 2020 - MPX International Corporation ("MPX International", "MPXI" or the "Corporation") (CSE:MPXI); (CNSX:MPXI.CN); (OTC:MPXOF) is pleased to announce that it has completed the fourth and final tranche of its previously announced non-brokered private placement offering (the "Offering") of units (the "Units") of the Corporation at a price of C$1,360 (US$1,000) per Unit. The Corporation has issued a total of 5,000 Units for aggregate gross proceeds of C$6,800,000 (US$5,000,000) from the closing of all four tranches of the Offering broken down as follows: 1st Tranche - 3,348 Units for aggregate gross proceeds of C$4,553,280 (US$3,348,000); 2nd Tranche - 346 Units for aggregate gross proceeds of C$470,560 (US$346,000); 3rd Tranche - 800 Units for aggregate gross proceeds of C$1,088,000 (US$800,000); and 4th Tranche - 506 Units for aggregate gross proceeds of C$688,160 (US$506,000).
The Corporation intends to use the proceeds from the Offering to fund product and facility development in Switzerland and retail expansion in Canada as well as for working capital and other general corporate purposes.
The Units will be issued on the same terms as those previously announed at a price of C$1,360 (US$1,000) per Unit with each Unit consists of one 12% secured convertible debenture of the Corporation (a "Debenture") in the principal amount of C$1,360 (US$1,000) ((the "Principal Amount") and 7,000 common share purchase warrants (each, a "Warrant").
Each Debenture shall bear interest at a rate of 12% per annum from the date of issue, payable quarterly in arrears on the last day of March, June, September and December in each year, commencing December 31, 2020 (each, a "Coupon Date"). The amount of interest that becomes payable on December 31, 2020 will represent accrued interest for the period from the Initial Closing Date to December 31, 2020. All accrued but unpaid interest as of each Coupon Date shall be payable by the Corporation in cash and shall accrue interest at a rate of 12% per annum. The Principal Amount, shall be convertible, for no additional consideration, into common shares of the Corporation (the "Common Shares") at the option of the holder at any time prior to the earlier of: (i) 6:00 p.m. (Eastern Standard Time) on the maturity date; or (ii) the business day immediately preceding the date specified by MPXI for redemption of the Debentures at a conversion price equal to C$0.12 per Common Share.
Each Warrant entitles the holder thereof to purchase one Common Share (each, a "Warrant Share") at an exercise price of C$0.20 (the "Exercise Price") for a period of twenty-four (24) months from the Closing Date (the "Expiry Date"). The Corporation and AST entered into a warrant indenture (the "Warrant Indenture") dated June 30, 2020 pursuant to which the Warrants are created and issued.
The fourth tranche of the Offering can be considered a Related Party Transaction for certain regulatory purposes. The participation by the insiders in the second tranche of the Offering is summarized as follows:
Relationship to the Corporation
Interest in the Offering
Common Shares directly or indirectly, beneficially owned or control
Percentage of Common Shares of MPXI
# of Units
(1)Mr. Crawford's participation in the 4th Tranche of the Offering will be broken down as follows: (a) 86 Units will be issued to Mr. Crawford; and (b) 50 Units will be issued to Puddles 7 Limited, a company in which Mr. Crawford holds a majority interest.
Mr. Crawford also participated in the 2nd Tranche of the Offering acquiring 112 Units for a subscription amount of C$153,320. In sum, Mr. Crawford has been issued a total of 248 Units for an aggregate subscription amount of C$338,280.
It is important to note that the Offering is exempt from valuation and minority approval requirements which might otherwise result from the participation by insiders due to: (1) the Corporation, as a CSE issuer, not being listed on a designated market; and (2) the fair market value of the Offering, insofar as the Offering involves such interested parties, is less than $2,500,000.
To the knowledge of the Corporation, after reasonable inquiry, none of the related parties have knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed.
A special committee of independent directors (the "Special Committee") reviewed the Offering and determined that as a CSE issuer MPXI is not listed on a specified market and the fair market value of the Offering, in so far as it involves related parties, is not more than $2,500,000. The Special Committee unanimously recommended that the board of directors of the Corporation (the "Board") approve the Offering. Accordingly, the Offering is exempt from minority shareholder approval and formal valuation requirements of MI 61-101.
The Offering is closing in less than 21 days due to the limited number of subscribers to the Offering, all subscription agreements being properly completed and received, and all subscription proceeds having been forwarded, which shorter period is reasonable in the circumstances. MI 61-101 requires if a material change report is filed less than 21 days before the expected date of the closing of the transaction, an explanation is to be provided why the shorter period is reasonable or necessary in the circumstances.
The securities issued pursuant to the Offering and the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About MPX International Corporation
MPX International Corporation is a multinational diversified cannabis company focused on developing and operating assets across the international cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient. With current operations spanning four continents in Canada, Switzerland, South Africa, Malta and Australia as well as evolving partnership and distribution opportunities in other jurisdictions, MPXI continues to position itself as an emergent global participant in the cannabis industry.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, MPX International's objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; the Corporation's ability to effectively deal with the restrictions, limitations and health issues presented by the COVID-19 pandemic; future cannabis pricing; cannabis cultivation yields; costs of inputs; its ability to market products successfully to its anticipated clients; reliance on key personnel and contracted relationships with third parties; the regulatory environment in Australia, Canada, Malta, South Africa, Switzerland and other international jurisdictions; the application of federal, state, provincial, county and municipal laws; and the impact of increasing competition; those additional risks set out in MPX International's public documents filed on SEDAR at www.sedar.com, including its audited annual consolidated financial statements for the financial years ended September 30, 2019 and 2018, its unaudited interim condensed consolidated financial statements for the three and six months ended March 31, 2020 and the corresponding annual management's discussion and analysis; and other matters discussed in this news release. Although MPX International believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, MPX International disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For further information, please contact:
MPX International Corporation
W. Scott Boyes, Chairman, President and CEO
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