MPX International Announces Non-Brokered Private Placement of Units of up to C$5 Million
NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.
TORONTO, June 18, 2020 (GLOBE NEWSWIRE) -- MPX International Corporation (“MPX International”, “MPXI” or the “Corporation”) (CSE:MPXI; OTCQX:MPXOF), a multinational diversified cannabis company, is pleased to announce that it intends to further operationalize some of its revenue-generating assets and is raising a minimum of C$4.0 million and a maximum of C$5.0 million in a non-brokered private placement offering (the “Offering”) of a minimum of 3,000 units (the “Units”) and a maximum of 3,700 Units at a price of US$1,000.00 per Unit.
“This fund raise will enable the final stage of development of our processing operations in Switzerland and the launch of a number of new CBD products into that market in the coming months, including oils, smokables and pouches and to advance other cannabis projects in Canada and globally. The revenue from these capital expenditures will have the potential to create a significant impact on our near-term revenue generation,” said W. Scott Boyes, Chairman, President and CEO of MPXI. “At the same time, we have instigated cost saving measures across the corporate group in order to accelerate the path to sustainable long-term profitability.”
Each Unit consists of one 12% secured convertible debenture of the Corporation (a “Debenture”) in the principal amount of US$1,000.00 (the “Principal Amount”) and 7,000 common share purchase warrants (each, a “Warrant”). The Debentures will have a maturity date of twenty-four (24) months from the date of issuance, subject to certain conversion privileges (the “Maturity Date”) as set forth in a debenture indenture (the “Debenture Indenture”) with AST Trust Company (Canada) (“AST”). Each Debenture will rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering.
The Corporation intends to use the proceeds from the Offering to fund product and facility development in Switzerland and retail expansion in Canada as well as for working capital and other general corporate purposes.
The closing of the Offering is subject to the receipt of any necessary regulatory approvals, including, to the extent necessary, the approval of the CSE and may occur in multiple tranches.
Each Debenture shall bear interest at a rate of 12% per annum from the date of issue, payable quarterly in arrears on the last day of March, June, September and December in each year, commencing December 31, 2020 (each, a “Coupon Date”). The amount of interest that becomes payable on December 31, 2020 will represent accrued interest for the period from the Initial Closing Date to December 31, 2020. All accrued but unpaid interest as of each Coupon Date shall be payable by the Corporation in cash and shall accrue interest at a rate of 12% per annum.
The Principal Amount, shall be convertible, for no additional consideration, into common shares of the Corporation (the “Common Shares”) at the option of the holder at any time prior to the earlier of: (i) 6:00 p.m. (Eastern Standard Time) on the Maturity Date; or (ii) the business day immediately preceding the date specified by MPXI for redemption of the Debentures at a conversion price equal to C$0.12 per Common Share.
Each Warrant entitles the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of C$0.20 (the “Exercise Price”) for a period of twenty-four (24) months from the Closing Date (the “Expiry Date”). The Corporation and AST will enter into a warrant indenture (the “Warrant Indenture”) pursuant to which the Warrants will be created and issued.
It is a condition of the Offering that the Corporation execute and deliver a guarantee and certain security documents in favour of AST, as collateral agent, as security for the payment and performance of the Corporation’s obligations under the Debenture Indenture.
The Corporation may pay a cash placement fee equal to 5% of the aggregate gross proceeds paid by each purchaser of Units that are invested in the Offering excluding the aggregate number of Units purchased by investors that participated in the Corporation’s prior equity raise which closed in March 2019.
In addition, the Corporation may issue that number of common share purchase warrants (the “Compensation Warrants”) equal to 5% of the aggregate number of Common Shares underlying the Debentures if converted as of the Closing Date and the Warrants issued to purchasers of the Units excluding the aggregate number Units purchased by investors that participated in the Corporation’s equity raise which closed in March 2019. The Compensation Warrants shall be exercisable at the Exercise Price for a period of two (2) years from the applicable Closing Date of the Offering.
The securities issued pursuant to the Offering including any Common Shares and other underlying securities issued on conversion of the securities will be subject to a statutory hold period in Canada of four months and one day following the applicable closing date of the Offering in accordance with applicable securities laws. Additional resale restriction may be applicable under the laws of other jurisdictions.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, and these securities will not be offered or sold in any jurisdiction in which their offer or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.
About MPX International Corporation
MPX International Corporation is a multinational diversified cannabis company focused on developing and operating assets across the global cannabis industry with an emphasis on cultivating, manufacturing and marketing products which include cannabinoids as their primary active ingredient.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, MPX International’s objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in MPX International’s public documents filed on SEDAR at www.sedar.com, including its audited annual consolidated financial statements for the financial years ended September 30, 2019 and 2018 and the corresponding annual management’s discussion and analysis; and other matters discussed in this news release. Although MPX International believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, MPX International disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For further information, please contact:
MPX International Corporation
W. Scott Boyes, Chairman, President and CEO
Released June 18, 2020