Mission Ready Announces Closing of Shares for Debt Transaction

VANCOUVER, BRITISH COLUMBIA, CANADA – FEBRUARY 8, 2022 – Mission Ready Solutions Inc (“Mission Ready” or the “Company“) (TSX-V: MRS) (OTCQX: MSNVF) (FSE: 2R4), a provider of comprehensive government contracting solutions, is pleased to announce that the Company has completed the shares for debt transaction first announced in a news release dated January 20, 2022 (the “SFD Arrangement“) to settle an aggregate of C$1,258,549.60 in trades payable.

Following receipt of final acceptance from the TSX Venture Exchange (the “TSXV“) in connection with the SFD Arrangement, the Company issued 3,595,856 common shares of the Company (each common share, a “Share“) at a deemed price of $0.35 per Share (the “Settlement Shares“). The Settlement Shares are subject to a statutory hold period expiring four months and one day from the date of issuance.

Pursuant to the SFD Arrangement, Product Source Group, LLC. (“PSG LLC“) and J.D. United Manufacturing Co. Ltd. (“JDUMC LTD“) (PSG LLC and JDUMC LTD together, “PSG“) agreed to receive the Settlement Shares in satisfaction of C$1,258,549.60 (US$1,000,000) of the outstanding balance payable by the Company to the Creditor.

“We are sincerely grateful for our partnership with PSG and the trust-based interpersonal relationships that have been cultivated over the past several months. Both the Company and PSG have been aligned with a mutual belief that a resolution would be reached and any historical differences would quickly fade into the background relative to the vastness of the opportunities we hope to capture together,” said Buck Marshall, President and CEO of Mission Ready. Marshall continued, “This arrangement further strengthens our financial position by reducing our outstanding debt and, as a result, our monthly payment obligations. Additionally, the arrangement improves the Company’s balance sheet ratios by correctly positioning a significant portion of our outstanding liabilities from short-term to long-term. Importantly, this arrangement serves to further align the interests of the partnership, the Company, and our shareholders as a result of PSG’s newly-acquired equity position in Mission Ready.”

  MRS-PSG Partnership | History & Timeline
Q2 2020 PSG Engagement – Company partners with PSG to help facilitate supply and delivery of personal protective equipment (“PPE“) in connection with an anticipated contract award (the “FEMA Contract“) from the US Department of Homeland Security (“DHS“) Federal Emergency Management Agency (“FEMA“). FEMA Award – Company awarded FEMA Contract. CLICK HERE to view the related release. Receipt of Purchase Orders – Company receives two individual purchase orders from DHS (“PO 1” and “PO 2“, respectively), calling for delivery of 1,000,000 pieces of PPE each (aggregate quantity of 2,000,000), valued at approximately US$14 million, and authorizes PSG to commence fulfillment.
Q3 2020 Fulfillment of PO 1 – PSG completes fulfillment of PO 1 and Mission Ready remits payment to PSG as agreed.
Q4 2020 Fulfillment of PO 2 – Unforeseen issues arise during the fulfillment of PO 2, which result in a subsequent dispute between the Company and PSG in connection with each party’s obligations pursuant to the terms of the engagement (the “Dispute“). Filing of Claim – PSG files a claim against Unifire in New York Supreme Court, Monroe County alleging failure to pay.
Q1-Q3 2021 Settlement Discussions – The Company disputes PSG’s claim and the parties engage in settlement negotiations, working cooperatively to find an amicable and mutually beneficial resolution.
Q4 2021 Debt Settlement Arrangement – Company and PSG enter into a debt settlement arrangement whereby the principal balance payable1 by the Company to PSG is reduced from approximately US$7.5 million to approximately US$6 million (the “Discounted Settlement Amount“), subject to certain conditions. CLICK HERE to view the related news release. US$6 million Loan from Northwest Bank – Company secures a loan from Northwest Bank of Coeur d’Alene, Idaho to facilitate its payment of US$6 million1 to PSG on or before March 30, 2022 pursuant to the terms of the discount provision of the Settlement Agreement. CLICK HERE to view the related news release. US$1 million Initial Payment – Company remits an initial payment of US$1 million to PSG in accordance with the terms of the discount provision of the Settlement Agreement, thereby reducing the balance of the Discounted Settlement Amount to US$5 million.
Q1 2022 Shares for Debt Arrangement – Further to the Settlement Agreement, PSG agrees to accept 3,595,856 common shares of the Company (the “Shares“), at a deemed price of C$0.35 per Share, in satisfaction of US$1 million of the outstanding balance payable by the Company to PSG, thereby further reducing the balance of the Discounted Settlement Amount to US$4 million1. CLICK HERE to view the related news release. Additional Cash Payment of US$4 million – Company remits payment, in cash, of the remaining US$4 million1 outstanding, thereby capturing the maximum negotiated discount pursuant to the Settlement Agreement, and fully extinguishing the outstanding balance outstanding to PSG.
  (1) Plus accrued but unpaid interest.

About Mission Ready Solutions Inc.

Mission Ready Solutions provides comprehensive government contracting solutions with extensive experience in delivering quality, reliable, mission-critical products and services for law enforcement, firefighters, first responders, military, and other governmental agencies.

Through its privileged access to a host of federal contracting vehicles, including Multiple Award Schedule (“MAS“) contracts awarded and administered by the United States General Services Administration, Mission Ready’s wholly-owned subsidiary, Unifire, Inc., leverages its robust vendor network, time-proven industry relationships, proprietary technology infrastructure, and industry-leading manufacturing and distribution capabilities to efficiently source and deliver more than 1.5 million products.

For further information on Mission Ready Solutions Inc., please visit MRSCorp.com or contact investor relations by email at MRS-IR@MRSCorp.com or by telephone at +1 877.479.7778 (Ext. 5). You can also subscribe to our mailing list at eepurl.com/hznhX9 to receive our press releases and latest news directly by email.

Mission Ready Solutions Inc.

(Signed “Buck L. Marshall”)

Buck L. Marshall President, CEO and Director

T: +1 877.479.7778

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

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. 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.