Mission Ready Announces Non-Brokered Private Placement Offering

VANCOUVER, BRITISH COLUMBIA, CANADA – November 14, 2022 – Mission Ready Solutions Inc. (“Mission Ready” or the “Company“) (TSX-V: MRS) (OTCQX: MSNVF) (FSE: 2R4), a provider of comprehensive government contracting solutions, announces that, subject to the approval of the TSX Venture Exchange, it intends to complete a non‑brokered private placement offering of up to 18,750,000 units (“Units“) at a price of $0.08 per Unit, for gross proceeds of up to $1,500,000 (the “Offering“).  Each Unit will consist of one common share (a “Share“) of the Company and one transferable common share purchase warrant (a “Warrant“).

Each Warrant will entitle the holder to purchase one additional Share of the Company at a price of $0.15 per Share for a period of three (3) years from the date of closing. The Warrants and Broker Warrants are subject to an acceleration clause whereby in the event that the volume-weighted average price of the Company’s common shares listed on the TSX Venture Exchange equals or exceeds $0.50 for a period of not less than 5 consecutive trading days, the expiry date of the Warrants will be accelerated to a date that is 30 calendar days after the first date such threshold is met.

The Offering is expected to close on or before December 15, 2022. The Offering is not subject to a minimum amount and the maximum gross proceeds of the Offering is $1,500,000. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. The net proceeds raised from the Offering will be used for ongoing activities and general corporate purposes. Finder’s fees may be payable in cash and/or securities in connection with the Offering, subject to approval of the TSX Venture Exchange. The Offering may be closed in one or more tranches as subscriptions are received. In the event that aggregate subscriptions for Units under the Offering exceed the maximum number of securities to be distributed, subscriptions received may be adjusted on a pro rata basis. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The Offering will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Company, to purchasers who have obtained suitability advice from a registered investment dealer pursuant to the exemption set out in BC Instrument 45-536 (the “Investment Dealer Exemption“) and to existing shareholders of the Company pursuant to the exemption set out in British Columbia Securities Commission BC Instrument 45-534  (the “Existing Shareholder Exemption“).

Shareholders of record of the Company as at October 31, 2022 (the “Record Date“) are eligible to participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder Exemption, the subscriber must a) have been a shareholder of the Company on the Record Date and continue to hold shares of the Company until the date of closing of the Offering, b) be purchasing the Units as a principal, and c) may not purchase more than $15,000 value of securities from the Company in any 12-month period unless the subscriber has received advice from a registered investment dealer regarding the suitability of the investment. Subscribers purchasing Units using the Existing Shareholder Exemption will need to represent in writing that they meet the requirements of the Existing Shareholder Exemption. Existing shareholders who wish to participate in the Offering should contact the Company at the contact information set forth herein.

As required by the Existing Shareholder Exemption and Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company that has not been generally disclosed.

Further terms and conditions of the Offering shall be set out in the form of subscription agreement that will be made available to interested shareholders, who are directed to contact the Company as follows:

Contact Person:       Dominic Gray

Toll-Free:                      1 (877) 479.7778 Ext. 5

Email:                              DGray@MRSCorp.com

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.
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Mission Ready Solutions Inc.

(Signed “Buck L. Marshall”)

Buck L. Marshall
President, CEO and Director
T: +1 877.479.7778

Investor Relations Contact:

Dominic Gray
T: +1 877.479.7778 (Ext.5)

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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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.

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