MPX International Increases Size of Non-Brokered Private Placement Offering to C$6,800,000
MPXI Closes Third Tranche of the Offering
TORONTO, ONTARIO - TheNewswire - September 18, 2020 - MPX International Corporation (the "Corporation" or "MPX") (CSE:MPXI) (CNSX:MPXI.CN) (OTC:MPXOF) is pleased to announce that due to investor demand, it is increasing the size of its previously announced non-brokered private placement offering (the "Offering") of units (the "Units") of the Corporation from C$5,000,000 (US$3,700,000) to C$6,800,000 (US$5,000,000).
Closing of Third Tranche
The Corporation is also pleased to announce that it has completed the third tranche of the Offering at a price of C$1,360 (US$1,000) per Unit. The Corporation has issued a total of 4,494 Units for aggregate gross proceeds of C$6,111,840 (US$4,494,000) from the closing of all three tranches of the Offering broken down as follows: 1st Tranche - 3,348 Units for aggregate gross proceeds of C$4,553,280 (US$3,348,000); 2nd Tranche - 346 Units for aggregate gross proceeds of C$470,560 (US$346,000); and 3rd Tranche - 800 Units for aggregate gross proceeds of C$1,088,000 (US$800,000).
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 Units will be issued on the same terms as those previously announed at a price of C$1,360 (US$1,000) per Unit with each Unit consisting of one 12% secured convertible debenture of the Corporation (a "Debenture") in the principal amount of C$1,360 (US$1,000) ((the "Principal Amount") and 7,000 common share purchase warrants (each, a "Warrant").
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 entered into a warrant indenture (the "Warrant Indenture") dated June 30, 2020 pursuant to which the Warrants are created and issued.
The Corporation expects to close an additional tranche of the Offering following the release of the Corporation's interim financial statements for the three and nine month period ended June 30, 2020 and related certifications; and the Corporation's management discussion and analysis for the three and nine month period ended June 30, 2020 (the "Required Interim Filings"). The filing and delivery of the Required Interim Filings was delayed as a result of the COVID-19 pandemic and in accordance with Ontario Instrument 51-505 - Temporary Exemption from Certain Corporate Finance Requirements with Deadlines during the Period from June 2 to August 31, 2020 (the "Blanket Exemption Order").
The Corporation is still intending on filing and delivering the Required Interim Filings by October 15, 2020.
The securities issued pursuant to the Offering and the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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
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.
Released September 18, 2020