VANCOUVER, BRITISH COLUMBIA – April 23, 2019 – Mission Ready Solutions Inc. (“Mission Ready” or the “Company”) (TSXV: MRS) is pleased to announce that the Company has closed the acquisition (“Acquisition”) of Unifire, Inc. (“Unifire”) and a private placement, both following the receipt of final acceptance from the TSX Venture Exchange (the “Exchange”).
Acquisition of Unifire
Further to its February 12, 2019 news release, the Company received notice that the Exchange has accepted for filing the Agreement and Plan of Merger, pursuant to which a wholly-owned subsidiary of the Company has acquired all of the issued and outstanding capital stock of Unifire.
The consideration for the Acquisition includes:
- The issuance of an aggregate of 26,315,790 common shares in the capital of the Company (“Shares”), which are subject to a four-month statutory hold period and escrow restrictions whereby the Shares will be released incrementally up to the final release date of January 1, 2022; and
- Cash payments in the aggregate of USD$4,000,000, payable quarterly, with the final payment to be remitted on January 1, 2022. The cash consideration is subject to adjustment within seventy-five (75) calendar days after the closing date based on an unaudited balance sheet of the Company as of the effective time of closing of the Acquisition and the Company’s good faith determination of (i) the net working capital of the Company, to the extent that the net working capital of Unifire on the effective date of the Acquisition is greater or less than USD $1,856,798, and (ii) the amount of the sellers’ expenses as of the closing. The sellers have the opportunity to dispute such adjustments with thirty (30) days of receiving a closing statement from the Company. Any such adjustments, whether positive or negative, are on a dollar-for-dollar basis.
Further information on Unifire and the Acquisition will be provided in subsequent Company publications which will be made available at www.MRSCorp.com/
Capstone Credit Facility
Further to its February 12, 2019 announcement related to the status of the USD$20MM purchase order credit facility (the “Credit Facility”) provided by Capstone Capital Group, LLC, the Company wishes to elaborate on the Credit Facility fee structure which is being provided at commercially competitive rates. The duration of time between funding each purchase order and the receipt of payment from a purchaser (the “Advance Duration”) varies from 30 to 60 days, with a few exceptions. Based on the volume-weighted Advance Duration averaged over the course of a fiscal year, the Company expects to pay between 2% and 3% in aggregate financing fees on purchase orders that are not directly funded by the Company.
The Company has received final acceptance from the Exchange for its private placement announced on March 8, 2019 (the “Private Placement”). The Company will pay aggregate finder’s fees of CDN$92,970.00 and 371,880 share purchase warrants (the “Warrants”) in connection with subscriptions from subscribers introduced to the Private Placement by Leede Jones Gable Inc. ($5,000; 1,600 Warrants), Jadon Archer Sommer ($6,840; 27,360 Warrants), Keith Nixon ($15,100; 60,400 Warrants), Haywood Securities Inc. ($62,230; 248,920 Warrants), Echelon Wealth Partners ($2,000; 8,000 Warrants) and Randy Norton ($6,400; 25,600 Warrants). Each Warrant entitles the holder to acquire one Share at an exercise price of CDN$0.40 per Share until April 2, 2020. The securities issued pursuant to the Private Placement, including any Shares that are issued on exercise of the Warrants, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such Shares.
About Unifire, Inc.
Founded in 1987, Unifire is a specialized solutions provider to the US Defense Logistics Agency (“DLA”), and one of six companies worldwide that is authorized to provide equipment and designated services under the multi billion-dollar Tailored Logistics Support (“TLS”) framework. Unifire is a Service-Disabled Veteran-Owned Small Business and an industry leading manufacturer and distributor of over 1.5 million fire, military, emergency, and law enforcement products.
As an incumbent awardee of DLA’s Special Operations Equipment (“SOE”) contract, with extensive knowledge and experience in providing solutions to the US Federal Government, Unifire utilizes its highly-efficient and scalable technology infrastructure to provide procurement solutions for program managers, military and federal contracting offices, base supply centers, and other governmental supply agencies.
About Mission Ready Solutions Inc.
Headquartered in Vancouver, British Columbia, Canada, Mission Ready innovates and manufactures leading tech-centric defense and tactical solutions to prevent injuries and enhance the performance of military personnel, first-responders and all those who protect us by equipping them with the next generation of personal protective technologies.
Mission Ready is committed to becoming a global leader in personal protective technologies through the strategic growth of its three synergistic business segments; Innovations & Development, Prototyping & Manufacturing, and Product Sales.
Mission Ready trades on the TSX Venture Exchange under the symbol MRS.
For further information, visit MRSCorp.com or contact:
T: 1.877.479.7778 – Ext 500
Mission Ready Solutions Inc.
(signed “Jeffery L. Schwartz”)
Jeffery L. Schwartz,
President & CEO
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 Solutions 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 Solutions 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 Solutions 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 Solutions 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.