Mission Ready Solutions Inc. (“
Mission
Ready” or the “
Company”) (TSXV: MRS) is
pleased to announce that the Company has closed the acquisition
(“
Acquisition”) of Unifire, Inc.
(“
Unifire”) and a private placement, both
following the receipt of final acceptance from the TSX Venture
Exchange (the “
Exchange”).
Acquisition of UnifireFurther
to its February 12, 2019 news release, the Company received notice
that the Exchange has accepted for filing the Agreement and Plan of
Merger, pursuant to which a wholly-owned subsidiary of the Company
has acquired all of the issued and outstanding capital stock of
Unifire.
The consideration for the Acquisition
includes:
- The issuance of an
aggregate of 26,315,790 common shares in the capital of the Company
(“Shares”), which are subject to a four-month
statutory hold period and escrow restrictions whereby the Shares
will be released incrementally up to the final release date of
January 1, 2022; and
- Cash payments in the
aggregate of USD$4,000,000, payable quarterly, with the final
payment to be remitted on January 1, 2022. The cash consideration
is subject to adjustment within seventy-five (75) calendar days
after the closing date based on an unaudited balance sheet of the
Company as of the effective time of closing of the Acquisition and
the Company’s good faith determination of (i) the net working
capital of the Company, to the extent that the net working capital
of Unifire on the effective date of the Acquisition is greater or
less than USD $1,856,798, and (ii) the amount of the sellers’
expenses as of the closing. The sellers have the opportunity
to dispute such adjustments with thirty (30) days of receiving a
closing statement from the Company. Any such adjustments,
whether positive or negative, are on a dollar-for-dollar
basis.
Further information on Unifire and the
Acquisition will be provided in subsequent Company publications
which will be made available at www.MRSCorp.com/
Capstone Credit FacilityFurther
to its February 12, 2019 announcement related to the status of the
USD$20MM purchase order credit facility (the “Credit
Facility”) provided by Capstone Capital Group, LLC, the
Company wishes to elaborate on the Credit Facility fee structure
which is being provided at commercially competitive rates. The
duration of time between funding each purchase order and the
receipt of payment from a purchaser (the “Advance
Duration”) varies from 30 to 60 days, with a few
exceptions. Based on the volume-weighted Advance Duration averaged
over the course of a fiscal year, the Company expects to pay
between 2% and 3% in aggregate financing fees on purchase orders
that are not directly funded by the Company.
Private PlacementThe Company
has received final acceptance from the Exchange for its private
placement announced on March 8, 2019 (the “Private
Placement”). The Company will pay aggregate finder’s fees
of CDN$92,970.00 and 371,880 share purchase warrants (the
“Warrants”) in connection with subscriptions from
subscribers introduced to the Private Placement by Leede Jones
Gable Inc. ($5,000; 1,600 Warrants), Jadon Archer Sommer ($6,840;
27,360 Warrants), Keith Nixon ($15,100; 60,400 Warrants), Haywood
Securities Inc. ($62,230; 248,920 Warrants), Echelon Wealth
Partners ($2,000; 8,000 Warrants) and Randy Norton ($6,400; 25,600
Warrants). Each Warrant entitles the holder to acquire one Share at
an exercise price of CDN$0.40 per Share until April 2, 2020. The
securities issued pursuant to the Private Placement, including any
Shares that are issued on exercise of the Warrants, will be subject
to a statutory hold period expiring four months and one day from
the date of issuance of such Shares.
About Unifire, Inc.Founded in
1987, Unifire is a specialized solutions provider to the US Defense
Logistics Agency (“DLA”), and one of six companies
worldwide that is authorized to provide equipment and designated
services under the multi billion-dollar Tailored Logistics Support
(“TLS”) framework. Unifire is a Service-Disabled
Veteran-Owned Small Business and an industry leading manufacturer
and distributor of over 1.5 million fire, military, emergency, and
law enforcement products.
As an incumbent awardee of DLA’s Special
Operations Equipment (“SOE”) contract, with
extensive knowledge and experience in providing solutions to the US
Federal Government, Unifire utilizes its highly-efficient and
scalable technology infrastructure to provide procurement solutions
for program managers, military and federal contracting offices,
base supply centers, and other governmental supply agencies.
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:
Investor RelationsT:
1.877.479.7778 – Ext 500E: IR@MRSCorp.com
Mission Ready Solutions
Inc.
(signed “Jeffery L. Schwartz”)
Jeffery L. Schwartz,President & CEO
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from
such registration is available.
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.
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