FORM 5 QUARTERLY LISTING STATEMENT Name of Listed Issuer
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FORM 5 QUARTERLY LISTING STATEMENT Name of Listed Issuer: MPX International Corporation (“MPXI” or the “Issuer”). Trading Symbol: MPXI This Quarterly Listing Statement must be posted on or before the day on which the Issuer’s unaudited condensed interim financial statements are to be filed under the Securities Act, or, if no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer’s first, second and third fiscal quarters. This statement is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies. If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website. Currency Unless otherwise stated, all dollar amounts are expressed in Canadian dollars. General Instructions (a) Prepare this Quarterly Listing Statement using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer. (b) The term “Issuer” includes the Listed Issuer and any of its subsidiaries. (c) Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions. There are three schedules which must be attached to this report as follows: SCHEDULE A: FINANCIAL STATEMENTS Financial statements are required as follows: For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached. If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order. FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 1 SCHEDULE B: SUPPLEMENTARY INFORMATION The supplementary information set out below must be provided when not included in Schedule A. 1. Related party transactions Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons: (a) A description of the relationship between the transacting parties. Be as precise as possible in this description of the relationship. Terms such as affiliate, associate or related company without further clarifying details are not sufficient. (b) A description of the transaction(s), including those for which no amount has been recorded. (c) The recorded amount of the transactions classified by financial statement category. (d) The amounts due to or from Related Persons and the terms and conditions relating thereto. (e) Contractual obligations with Related Persons, separate from other contractual obligations. (f) Contingencies involving Related Persons, separate from other contingencies. See Note 26 in the Unaudited Interim Condensed Consolidated Financial Statements of the Issuer for the three and nine month period ended June 30, 2021 (the “Financial Statements”). 2. Summary of securities issued and options granted during the period. Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A): (a) summary of securities issued during the period, FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 2 Date of Type of Security Type of Issue (private Number Price Total Proceeds Type of Describe Commission Issue (common placement, public Consideration relationship of Paid shares, offering, exercise of (cash, Person with convertible warrants, etc.) property, etc.) Issuer (indicate debentures, etc.) if Related Person) Apr 21-21 Debentures Loan (1) 1,312,500 $1.00 $1,312,500.00 Cash Officers and None Directors of MPXI Participated in this Loan Apr 21-21 Bonus Warrants Incentive to Participate 11,937,376 $0.20 N/A Loan Officers and None in the Loan (2) Directors of MPXI Received Bonus Warrants Apr 30-21 Debentures Loan (3) 1,262,500 $1.00 $1,262,500.00 Cash None None Apr 30-21 Bonus Warrants Incentive to Participate 11,482,615 $0.20 N/A Loan None None in the Loan (4) May 25-21 Common Shares Warrant Exercises (5) 267,098 (1) Nil N/A Cashless A Director of None MPXI Exercised Warrants May 25-21 Common Shares Commission Warrant 136,255 (2) Nil N/A Cashless None Exercises (6) May 25-21 Warrants Commission Warrant 68,126 (2) Nil N/A Cashless None Exercises (6) May 25-21 Common Shares Warrant Exercises (6) 68,126 (2) Nil N/A Cashless None Jun 30-21 Units, comprised Private Placement (7) 248 $1,360.00 $337,280.00 Cash Officers and None of Secured Directors of Convertible MPXI Debentures and Participated in Warrants this tranche of the Offering Notes: (1) On April 21, 2021, the Issuer completed the first draw down (the “1st Draw Down”) of short-term loan financing (the “Initial Bridge Loan”) from a group of current investors in the amount of $1,312,500. On August 27, 2021, the principal amount of the Initial Bridge Loan automatically converted into Units (as defined below) of the Offering (as defined below) at a conversion premium equal to ten percent (10%) of their principal amount. (2) On April 21, 2021, 11,937,376 Bonus Warrants were issued to certain Bridge Loan lenders advancing funds in the 1st Draw Down of the 1st Draw Down of the initial Bridge Loan. (3) On April 30, 2021, the Issuer completed the second draw down (the “2nd Draw Down”) of short-term loan financing (the “Initial Bridge Loan”) from a group of current investors in the amount of $1,262,500. On August 27, 2021, the principal amount of the Initial Bridge Loan automatically converted into Units (as defined below) of the Offering (as defined below) at a conversion premium equal to ten percent (10%) of their principal amount. (4) On April 30, 2021, 11,482,615 Bonus Warrants were issued to certain Bridge Loan lenders advancing funds in the 1st Draw Down of the 1st Draw Down of the initial Bridge Loan. (5) On May 25, 2021, 267,098 common share purchase warrants, which became obligations of the Issuer as part of the plan of arrangement (the “Arrangement”) in February 2019 among the Issuer, MPX Bioceutical Corporation and iAnthus Capital Holdings Inc., were exercised into common shares of the Issuer. (6) On May 25, 2021, 136,255 commission warrants, which became obligations of the Issuer as part of the Arrangement, were exercised into units with each unit consisting of 1 common share and ½ common share purchase warrant (the “Warrants”). Upon issuance, the Warrants were immediately exercised into 68,126 common shares. FORM 5 – QUARTERLY LISTING STATEMENT January 2015 Page 3 (7) On June 30, 2021, the Issuer completed the eighth tranche (the “8th Tranche”) of a non-brokered private placement offering (the “Offering”) of units (the “Units”). Each Unit consists of one 12% secured convertible debenture of the Issuer (a “Debenture”) in the principal amount of US$1,000.00 (the “Principal Amount”) and 7,000 common share purchase warrants (each, a “Warrant”). The Debentures will have a maturity date of twenty-four (24) months, subject to certain conversion privileges (the “Maturity Date”) as set forth in a debenture indenture (the “Debenture Indenture”) entered into with AST Trust Company (Canada) (“AST”). The closing of the Seventh Tranche resulted in the issuance of 248 Units at a price of $1,360 (US$1,000) for aggregate gross proceeds of $337,280 (US$248,000). 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 (each, a “Coupon Date”). All accrued but unpaid interest as of each Coupon Date shall be payable by the Issuer 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 Issuer (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 $0.12 per Common Share. It is a condition of the Offering that the Issuer execute and deliver a guarantee and certain security documents in favour of AST, as collateral agent, as security for the payment and performance of the Issuer’s obligations under the Debenture Indenture. The Issuer also provided certain EBITDA covenants, agreed not to create, incur, assume or be liable for any indebtedness other than permitted indebtedness and the Debenture contains other default covenants consistent with this type of debt transaction. Each Warrant entitles the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of $0.20 (the “Exercise Price”) for a period of twenty-four (24) months (the “Expiry Date”). The Issuer and AST entered into a warrant indenture (the “Warrant Indenture”) pursuant to which the Warrants were created and issued. (b) summary of options granted during the period, Date Number Name of Optionee Generic description of Exercise Price Expiry Date Market Price if Related Person other Optionees on date of and relationship Grant Apr 16-21 1,250,000 Jeremy Blumer Director and Officer $0.20 Apr 16-26 $0.115 Apr 16-21 2,000,000 W.