Maritime Launch Services Inc. (Cboe CA: MAXQ, OTCQB: MAXQF) (the “Company”) is pleased to announce that it has reached an agreement in principle with the holders of its outstanding convertible debentures dated May 7, 2021 (as amended) and the holders of its outstanding convertible debentures dated December 7, 2023, to extend the maturity date of all outstanding convertible debentures to December 7, 2026 (previously December 7, 2024). As a condition of the extension, the Company will be redeeming a portion of the convertible debentures, to be paid out of the proceeds of a private placement financing. In addition, the Company will be issuing 4,830,105 common shares, in aggregate, from Treasury to the debenture holders, as an extension fee.
The interest rate terms, including cash interest rate of 10% plus an additional interest rate of 5% payable in common shares, remain unchanged. Cash interest will compound annually and be paid in full upon maturity, however the interest component payable in shares will be paid semi-annually through the issuance of shares from Treasury, commencing December 7, 2024. Interest payable in shares on December 7, 2024 amounts to 6,496,740 shares (interest owing of $324,837 divided by $0.05 per share conversion price based upon the private placement terms discussed below). The conversion features, terms and conditions remain unchanged.
The convertible debentures extension is subject to negotiation of final binding agreements, shareholder approval and applicable regulatory approval including the Cboe Exchange.
Private Placement
The Company also announces its intention to complete a private placement of common shares (the “Shares”) at a price of $0.05 per Share for gross proceeds of a minimum of $1,000,000 (the “Offering”). A portion of the proceeds of the offering will be used to redeem a portion of the outstanding debentures, with the remaining balance used for working capital and ongoing operating expenses.
The Offering is anticipated to close before December 7, 2024, and is subject to customary closing conditions and approvals of applicable securities regulatory authorities, including the Cboe Exchange.
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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
Reporting of 2024 Q3 Financial Results
The Company also announces that it will not be in a position to file its interim financial statements for the three and nine months ended September 30, 2024, its management's discussion and analysis for the three and nine months ended September 30, 2024, and related filings (collectively, the "Interim Filings") by the required deadline of November 14, 2024. The Company expects to file the Interim Filings no later than November 29, 2024. The delay will allow for subsequent events to be fully disclosed in the filings.
In response to the Interim Filings delay, the Company intends to apply to the applicable securities regulator for a management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") that will prohibit the management of the Company from trading in the securities of the Company until such time as the Interim Filings are published. The Company has made all efforts and allocated all available resources to the preparation, completion and publishing of the Interim Filings. Until the Company publishes the Interim Filings, it will comply with the alternative information guidelines set out in NP 12-203. The Company confirms that there is no other material information relating to its affairs that has not been generally disclosed. Other than as disclosed herein, the Company is up to date in its filing obligations.
About Maritime Launch Services
Maritime Launch is a Canadian-owned commercial space company based in Nova Scotia. Maritime Launch is developing Spaceport Nova Scotia, a launch site that will provide satellite delivery services to clients in support of the growing commercial space transportation industry over a wide range of inclinations. Spaceport Nova Scotia will allow launch vehicles to place their satellites into low-earth orbit. Spaceport Nova Scotia is Canada’s first commercial orbital launch complex.
For more information about Maritime Launch and Spaceport Nova Scotia, visit www.maritimelaunch.com
Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding (i) the Company’s ability to finalize and carry out Offering which may be impacted by negotiation with proposed purchasers, the Company’s ability to obtain all necessary approvals from applicable securities regulatory authorities and the ability of the Company to implement its business strategy, (ii) the closing of the extension agreements with the holders of the debentures and consideration payable in connection with the extension of the debentures which may be impacted by the negotiation of a final agreement with the holders of the debentures, the possibility that the extension may not be completed on the terms and conditions as disclosed in this release and the Company’s ability to obtain all necessary approvals from applicable securities regulatory authorities; (iii) the expected principal amount of convertible debentures outstanding which assumes completion of the transactions disclosed in this document and no conversion of the convertible debentures; and (iv) receiving a management cease trade order which may be impacted by the Company’s ability to receive approval from the applicable regulator and the Company’s ability to file the Interim Filings by the deadline imposed by any such management cease trade order.
Forward-looking statements in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the Company’s ability to finance its operations until profitability of the Company can be achieved and sustained.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company’s operations.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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Contacts
Maritime Launch Services
Sarah McLean
Vice President of Communications and Corporate Affairs
sarah.mclean@maritimelaunch.com
www.maritimelaunch.com
