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Mission Ready Solutions Inc. Capital/Financing Update 2022

Dec 19, 2022

46550_rns_2022-12-19_1d39883e-96ea-4300-b545-95d51a9784d0.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Mission Ready Solutions Inc. (the “ Company ”) Suite 400 – 1681 Chestnut Street Vancouver, BC V6J 4M6

Item 2: Date of Material Change

December 16, 2022.

Item 3: News Release

A news release was issued and disseminated on December 19, 2022 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced that it has closed the first tranche of its non-brokered private placement (the “ Private Placement ”) and obtained an extension from the TSX Venture Exchange (the “ Exchange ”). See Item 5.

Item 5: Full Description of Material Change

The Company announced that it has closed the first tranche of its Private Placement issuing an aggregate of 10,957,875 units (each a “ Unit ”) at a price of $0.08 per Unit, raising gross proceeds of $876,630.

Each Unit consists of one common share (a “ Share ”) of the Company and one transferable common share purchase warrant (a “ Warrant ”). Each Warrant entitles 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 of the Private Placement.

The net proceeds of the Private Placement will be used for ongoing activities and general corporate purposes.

Buck L. Marshall, the President, CEO and a director of the Company, purchased 1,250,000 Units; Terrace L. Nixon, the Chief Compliance Officer and a director of the Company, purchased 1,600,000 Units; James Marks, Chairman of the Company, purchased 751,035 Units; Dong H. Shim, the CFO of the Company, purchased 300,000 Units through his company, Golden Tree Capital Corp.; Paul Litchfield, a director of the Company, purchased 460,000 Units; and Daniel Raczykowski, a director of the Company, purchased 456,840 Units in the Private Placement.

As a result, the Private Placement is considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”)). The Company is relying on section 5.5(a) and 5.7(a) as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement will exceed 25 percent of the Company's market capitalization (calculated in accordance with MI 61-101).

No finder's fees were paid in connection with the closing of the first tranche of the Private Placement. All securities issued in the Private Placement are subject to the TSX Venture Exchange (the “ Exchange ”) hold period plus a hold period of four months and one day expiring on April 17, 2023.

The Company also announces that it has obtained a 30-day extension from the Exchange to close the final tranche of the Private Placement. The final closing of the Private Placement is expected to occur in January 2023 and remains subject to the approval of the Exchange.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

None.

Item 8: Executive Officer

For further information, visit MRSCorp.com

Buck L. Marshall, President, CEO and Director T: 1.877.479.7778.

Item 9: Date of Report

December 19, 2022.