Mission Ready Services Inc. (formerly Priceless Piranha Capital Corp.) (TSXV: MRS) (the "Company") is pleased to announce the completion of its qualifying transaction (the "Qualifying Transaction") with Mission Ready Holdings Ltd. (formerly Mission Ready Services Inc.) ("MRHL") as previously announced in news releases dated September 20, 2012 and June 27, 2013. Readers are also referred to the filing statement of the Company dated November 29, 2013 (the "Filing Statement") which was prepared in accordance with the requirements of the TSX Venture Exchange (the "Exchange") and filed on SEDAR at www.sedar.com.
Qualifying Transaction
Pursuant to the Qualifying Transaction, the Company acquired 99.20% of the issued and outstanding shares of MRHL (the "MRHL Shares"), with the former MRHL shareholders receiving one common share of the Company for each MRSI Share held (the "Acquisition"). The share conversion ratio was agreed to after the founders cancelled 1,000,000 of their shares. The outstanding warrants of MRHL were also exchanged for warrants of the Company on the same 1:1 basis. The former shareholders of MRHL now own (on a non-diluted basis) approximately 89% of the outstanding shares of the Company.
The board of directors of the post-Acquisition Company (the "Resulting Issuer") will consist of six directors: Larry K. Doan, Vitor M. Fonseca, Peter N. Fuller, Rodney W. Reum, Randall J. Rhode and David W. Smalley. The officers of the Company are now: David W. Smalley, Chairman, Rodney W. Reum, President and Chief Executive Officer, Nicolette Keith, Chief Financial Officer and Secretary and Francisco J. Martinez, Chief Technology Officer. Gary P. Hess will serve as President of the wholly-owned subsidiary, Protect The Force Inc. L. Clay Williamson II, will serve as President of the wholly-owned subsidiary 10-20 Services Inc.
The completion of the Qualifying Transaction has received conditional acceptance of the Exchange and is subject to final Exchange acceptance, which is expected to be received after completion of the required filings. After giving effect to the Qualifying Transaction, there will be on a non-diluted basis 30,355,387 Resulting Issuer Shares issued and outstanding, prior to completion of the concurrent private placement.
In connection with the Qualifying Transaction and the requirements of the Exchange, Canaccord Genuity Corp. (the "Sponsor") acted as the Sponsor for the Qualifying Transaction. Pursuant to an engagement letter with the Sponsor dated September 20, 2013, the Company paid the Sponsor a sponsorship fee of $40,000 plus HST. The Sponsor was also reimbursed for its reasonable expenses including fees and disbursements of the Sponsor's legal counsel.
On September 5, 2012, trading in the Common Shares was halted on the Exchange pending the announcement of the Qualifying Transaction. On June 27, 2013, the Company announced that pursuant to the requirements of the Exchange, the Company transferred its listing to the NEX Board of the TSXV effective June 28, 2013 until completion of the Qualifying Transaction. The trading symbol for the Company was changed from PPH.P to PPH.H.
The Company has graduated to a Tier 2 TSX Venture Company, under the trading symbol MRS, but remains suspended pending the completion of its concurrent financing which has now closed.
Pursuant to the terms of the Qualifying Transaction, the Company agreed to, immediately preceding the closing of the Qualifying Transaction, consolidate all of its common shares on a basis of two pre-consolidated common Shares for one post-consolidated common Share. After effecting the share consolidation the issued and outstanding share capital of the Company was 3,166,668.
In connection with the Qualifying Transaction, Priceless Piranha Capital Corp. changed its name to Mission Ready Services Inc. effective December 10, 2013. The new CUSIP No. for the Company is 60510Q109. Mission Ready Services Inc. also changed its name to Mission Ready Holdings Ltd. effective December 9, 2013. After completion of the Qualifying Transaction and the name changes, the Company, Mission Ready Services Inc., now owns Mission Ready Holdings Ltd.
Engagement Letter and Agency Agreement
The Company entered into an Engagement Letter with First Republic Capital Corporation (the "Agent") on August 27, 2012. The Company subsequently entered into an Agency Agreement dated December 18, 2013 with the Agent. The Company appointed the Agent to use its best efforts, to raise a minimum of $500,000 to a maximum of $1,000,000 by way of convertible debentures or units or a combination of both convertible debentures and units, each unit at a purchase price of $0.25 per unit. If convertible debentures are sold, each convertible debenture subscribed for, is at a price of $5,000 per Debenture. Each Debenture shall have a maturity date of April 12, 2015 and bear interest at an annual rate of 8% per annum, payable quarterly, pro rata for the first quarter. On April 12, 2015 the Issuer will repay the Debentures in full plus accrued and unpaid interest unless the holder of the Debenture converts his Debenture into Common Shares at a rate of $0.25 per converted Common. If units are sold, each unit is comprised of one common share and one warrant. Each warrant entitles the holder thereof to purchase a common share in the capital of the Company at a price of $0.40 per share until August 26, 2013.
Results of the Financing
The Company closed the first tranche of the Private Placement raising gross proceeds of $550,000, $375,000 was raised by way of Convertible Debentures and $175,000 was raised by way of units.
In consideration, the Agent was paid a cash commission of $45,100. The Agent also received 120,000 Agent's Warrants, equalling 8% of the total of debentures sold at an exercise price of $0.25 per share until April 12, 2015. The Agent also received 56,000 Unit Warrants, equalling 8% of the total number of units sold at an exercise price of $0.25 per unit. Each unit consists of one common share and one warrant. Each warrant is exercisable at $0.40 per share until August 26, 2015. The Company has also paid a corporate finance work fee in the amount of $28,200 (inclusive of taxes) to the Agent.
Business of the Company
MRSI was formed to meet a critical need of one of the world's largest customers, the US Government and in particular the Departments of Defence, Homeland Security and Justice and various other agencies such as law enforcement, first responders and the many others worldwide that help to safeguard our health and security.
MRSI's mission is to save lives and enhance the performance of military personnel, first responders, and those who protect us by working to ensure they are equipped with the best possible personal protective equipment.
MRSI's management team offers over 100 years of combined industry experience and is composed of industry experts in developing products, contracting, and selling to the federal government first responders and tactical markets through open market procurements, teaming arrangements, and a variety of federal contract tools.
MRSI also benefits from an experienced Board of Directors and a qualified Advisory Board both composed of seasoned professionals with military, legal, financial, and business development expertise. See Leadership Team in Section 5.
Headquartered in Vancouver, BC, MRSI (www.missionready.ca) has three distinct, synergistic operating divisions:
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?.Strategic consulting services and manufacturers representation (CMR)
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?.Equipment inspection, cleaning/decontamination and repair services of personal protection equipment (ICD)
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?.Product research and development (R&D)
For further information contact:
Terry Nixon - Director, Corporate Communications
Telephone: 1.877.479.7778
Mission Ready Services Inc.
(signed "Rod Reum")
Rod Reum,
President & CEO
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.