Monthly Archives: April 2017

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.

For further information, visit MissionReady.ca or ProtectTheForce.com

Terry Nixon – Director, Corporate Communications
Telephone: 1.877.479.7778

Mission Ready Services Inc.

(signed “Jeff Schwartz”)

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.

VANCOUVER, B.C. – April 25, 2017 – Mission Ready Services Inc. (“Mission Ready” or the “Company”) (TSX-V: MRS) announces that further to its News Release of April 5, 2017 that it has reached an amended agreement with First Republic Capital Corporation (the “Agent”) to act as agent in relation to a brokered private placement whereby the Company proposes to raise up to $1,500,000 through the issuance of secured convertible debentures of the Company (the “Offering”). Closing of the Offering is expected to occur on or before May 1, 2017 and is expected to close in more than one tranche.

Under the terms of the amended agreement 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-V at the time of the extension. The Debentures bear interest at a rate of 15% per annum, accrued and payable in 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 for 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.

Were the Debentures to be fully converted into common shares of the Company this would result in the issuance of up to 15,000,000 common shares and 15,000,000 Warrants each exercisable into one common share.

The Company will provide a covenant in the Debenture that it may not issue any security that ranks senior to or pari-passu with the Debentures without the approval of Debenture holders. The Company has agreed to enter into a general security agreement (the “GSA”) and UCC security agreement 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, and to cause its material subsidiaries to deliver guarantees of the Company’s obligations under the GSA and register first ranking security against the assets of the Company and its material subsidiaries in accordance with the terms and conditions of the security agreements.

Notwithstanding the forgoing, the Debentures will 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 Offering, the Agent will receive a cash commission equal to 5% of the gross proceeds raised and broker warrants in a quantity equal to 10% of the aggregate number of Units (on a fully converted basis) sold. Each broker warrant will entitle 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.

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.

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.

For further information, visit MissionReady.ca or Protect The Force.com

Terry Nixon – Director, Corporate Communications
Telephone: 1.877.479.7778

Mission Ready Services Inc.

(signed “Jeff Schwartz”)

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.