VANCOUVER, BRITISH COLUMBIA – November 9, 2018 – Mission Ready Solutions Inc. (“Mission Ready” or the “Company”) (TSXV:MRS) wishes to provide a general update on the Company’s progress, including (i) the non-binding letter of intent to acquire (the “Acquisition”) Unifire, Inc.; (ii) the engagement letter (the “Engagement Letter”) with Bay Crest Partners, LLC (the “Agent”); (iii) the fee agreement (the “Fee Agreement”) with Celadon Financial Group, LLC (“Celadon”); and (iv) the Foreign Military Distribution Agreement (the “Distribution Agreement”) first announced on September 6, 2017, with subsequent related announcements provided on September 20, 2017, November 30, 2017, and December 29, 2017.
Further to the Company’s July 31, 2018 news release announcing the proposed acquisition of Unifire, Inc. (“Unifire”), and subsequent news release dated August 7, 2018, the Company is pleased to report that preliminary and intermediate preparations have been concluded and that the Mission Ready/Unifire teams are continuing to work towards closing the Acquisition. The Company will provide further updates as material developments occur.
Further to the Company’s July 31, 2018 news release announcing the engagement of the Agent pursuant to the Engagement Letter in connection with an offering of securities for gross proceeds of up to USD $15 million (the “Offering”), the Company advises that it has delivered a notice of termination to the Agent in accordance with the terms of the Engagement Letter. During the 12 month period following termination of the Engagement Letter, a tail fee of 6% is payable to the Agent on the gross proceeds raised in connection with the Offering, and only for those funds received by the Company: (i) as a direct result of an introduction, or introductions, made by the Agent during the effective term of the Engagement Letter; and (ii) for the primary purpose of acquiring Unifire.
In addition, and pursuant to the terms of the Fee Agreement, the Company has delivered a notice of termination to Celadon. Celadon remains entitled to a tail fee in the amount of two percent (2%) of the gross proceeds raised in connection with the Offering, and only for those funds received by the Company: (i) as a direct result of an introduction, or introductions, made by the Agent during the effective term of the Engagement Letter; and (ii) for the primary purpose of acquiring Unifire.
The effective date of termination of each of the Engagement Letter and the Fee Agreement was October 26, 2018.
Capital Procurement Opportunities
The Company has been keenly focused on identifying capital partners that are well-aligned with the Company’s vision and growth strategy. These efforts have resulted in the receipt of multiple term sheets for the provision of scalable operating facilities. Management are reviewing the capital procurement opportunities that have been made available to the Company and will ensure that all material developments are reported to the market in a timely fashion.
Foreign Military Distribution Agreement
Further to the Company’s August 7, 2018 news release announcing that a streamlined product licensing agreement (the “Licensing Agreement”) was being contemplated to replace the Foreign Military Distribution Agreement (the “Distribution Agreement”), the Company reports that it has since delivered a Notice of Material Default (the “Default Notice”) to the distributor as a result of the significant delays in the delivery of purchase orders pursuant to the annual minimum sales volumes outlined in the Distribution Agreement. The Default Notice included a 30-day grace period to cure the alleged breach which was not satisfied within the specified timeframe. Mission Ready is continuing to work towards a mutually beneficial arrangement with the Distributor, which is being contemplated to take the form of a territorial licensing agreement. In the event that such arrangement cannot be reached, the Company will explore the availability of all legal remedies, including termination for cause of the Distribution Agreement and all related agreements, as applicable.
The Company is desirous in capitalizing on the considerable amount of time and effort that has been allocated to the sales contemplated in the Distribution Agreement and will make every effort to bring these sales to fruition. Jeffery Schwartz states, “One of Mission Ready’s key distinctions that cannot be understated is the breadth of connections represented by our board of directors. These connections, we believe, will greatly reduce the number of intermediaries necessary to distribute the Company’s products into foreign countries.
The Company reports that the trading halt on the Company’s stock remains in effect while the Company works through the corporate and regulatory requirements related to the proposed acquisition of Unifire, Inc. “We have made tremendous progress since we first announced the proposed acquisition of Unifire and are working diligently to resume trading as quickly as possible,” states Jeffery Schwartz, President & CEO of Mission Ready.
As a result of the duration of the stock halt, the Company will be seeking the necessary approvals to extend the expiry date of all outstanding share purchase warrants that are due to expire on December 21, 2018. The Company will propose that the expiry date be extended by a period equal to the aggregate number of days that the Company’s stock has been halted, calculated from the date that the Company’s stock resumes trading. The proposed warrant extension is subject to the approval of the Company’s board of directors and the applicable regulatory authorities.
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 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.