MPXOF - MPX International Announces Closing of Additional Tranches of Non-Brokered Private Placement Offering

(TheNewswire)

TORONTO, ONTARIO – TheNewswire- December 31, 2020 – MPX International Corporation (“ MPXInternational ”, “ MPXI ” or the“ Corporation ”) (CSE:MPXI ) ; (CNSX:MPXI.CN); ( OTC :MPXOF), amultinational diversified cannabis company, is pleased to announcethat, due to additional investor demand, it has increased the amountof the previously announced non-brokered private placement offering(the “ Offering ”) of units (the “ Units ”) of the Corporation at a price of C$1,360 (US$1,000) per Unit to a maximumamount of C$10,200,000 (US$7,500,000) . The Corporation has issueda total of 5,000 Units for aggregate gross proceeds of C$10,030,000 (US$7,375,000) from theclosing of all tranches of the Offering broken down as follows:1 st Tranche which closed on June 30, 2020 – 3,348 Units for aggregategross proceeds of C$4,553,280 (US$3,348,000); 2 nd Tranche which closed on July 31, 2020 –346 Units for aggregate gross proceeds of C$470,560 (US$346,000); 3 rd Tranche whichclosed on September 17, 2020 – 800 Units foraggregate gross proceeds of C$1,088,000 (US$800,000); 4 th Tranche whichclosed on October 20, 2020 – 506 Units for aggregate gross proceedsof C$688,160 (US$506,000); 5 th Tranche which closed on December 24, 2020– 2,229 Units for aggregate gross proceeds of C$3,031,440(US$2,229,000); and 6 th Tranche which closed on December 31, 2020– 146 Units for aggregate proceeds of C$198,560(US$146,000). The Corporation expects theremaining C$170,000 (US$125,000) will close in early January2021.

The Corporation intends to use the proceeds from theOffering to fund product and facility development as well as forworking capital and other general corporate purposes.

The Units will be issued on the same terms as thosepreviously announed at a price of C$1,360 (US$1,000) per Unit with eachUnit consists of one 12% secured convertible debenture of theCorporation (a “ Debenture ”) in the principalamount of C$1,360 (US$1,000) ((the “ Principal Amount ”) and 7,000 common share purchase warrants (each, a “ Warrant ”) .

Each Debenture shall bear interest at a rate of 12% per annumfrom the date of issue, payable quarterly in arrears on the last dayof March, June, September and December in each year (each, a“ Coupon Date ”) . The amount of interest that becomespayable on the initial Coupon Date will represent accrued interest forthe period from the applicable closing date to such initial Coupon Date. All accruedbut unpaid interest as of each Coupon Date shall be payable by theCorporation in cash and shall accrue interest at a rate of 12% perannum . The PrincipalAmount, shall be convertible, for no additional consideration, intocommon shares of the Corporation (the “ Common Shares ”) atthe option of the holder at any time prior to the earlier of: (i) 6:00p.m. (Eastern Standard Time) on the maturity date; or (ii) thebusiness day immediately preceding the date specified by MPXI forredemption of the Debentures at a conversion price equal to C$0.12 perCommon Share.

Each Warrant entitlesthe holder thereof to purchase one Common Share (each, a“ WarrantShare ”) at anexercise price of C$0.20 (the “ Exercise Price ”) for a period of twenty-four(24) months from the Closing Date (the “ Expiry Date ”) .

Insider Participation

The fifth and sixth tranches of the Offering can beconsidered a Related Party Transaction for certain regulatorypurposes. The participation by the insiders in the fifth and sixthtranches of the Offering is summarized as follows:

Notes :

1. (1) Mr. Boyes also participated inthe 2 nd Tranche of the Offering acquiring 100 Units for asubscription amount of C$136,000. In sum, Mr. Boyes has been issued atotal of 105 Units for an aggregate subscription amount of C$142,800.

1. (2) Mr. Crawford’s participationin the 5 th Tranche of the Offering was as follows: (a) 200 Units issuedto Puddles 7 Limited (“ Puddles 7 ”), a company in which Mr. Crawfordholds a majority interest.

Mr. Crawford’s participation in the 6 th Tranche of theOffering is broken down as follows: (a) 7 Units issued to Mr.Crawford; and (b) 1 Unit issued to Puddles 7.

Mr. Crawford also participated in the 2 nd Tranche of theOffering acquiring 112 Units for a subscription amount of C$153,320and the 4 th Tranche of the Offering acquiring 136 Units broken down asfollows: (a) 86 Units issued to Mr. Crawford; and (b) 50 Units issuedto Puddles 7.

In sum, Mr. Crawford has been issued a total of 456Units for an aggregate subscription amount of C$622,880.

It is important to note that the Offering is exemptfrom valuation and minority approval requirements which mightotherwise result from the participation by insiders due to: (1) theCorporation, as a CSE issuer, not being listed on a designated market;and (2) the fair market value of the Offering, insofar as the Offeringinvolves such interested parties, is less than $2,500,000.

To the knowledge of the Corporation, after reasonableinquiry, none of the related parties have knowledge of any materialinformation concerning the Corporation or its securities that has notbeen generally disclosed.

A special committee of independent directors (the“ SpecialCommittee ”) reviewed the Offering anddetermined that as a CSE issuer MPXI is not listed on a specifiedmarket and the fair market value of the Offering, in so far as itinvolves related parties, is not more than $2,500,000. The SpecialCommittee unanimously recommended that the board of directors of theCorporation (the “ Board ”) approve the Offering. Accordingly,the Offering is exempt from minority shareholder approval and formalvaluation requirements of MI 61-101.

The Offering is closing in less than 21 days due to thelimited number of subscribers to the Offering, all subscriptionagreements being properly completed and received, and all subscriptionproceeds having been forwarded, which shorter period is reasonable inthe circumstances. MI 61-101 requires if a material change report isfiled less than 21 days before the expected date of the closing of thetransaction, an explanation is to be provided why the shorter periodis reasonable or necessary in the circumstances.

The securities issued pursuant tothe Offering and the Private Placement have not been, and will not be,registered under the United States Securities Act of 1933 , as amended, and may not be offered orsold in the United States or to, or for the account or benefit of,U.S. persons absent registration or an applicable exemption from theregistration requirements. This news release will not constitute anoffer to sell or the solicitation of an offer to buy nor will there beany sale of the securities in any State in which such offer,solicitation or sale would be unlawful .

About MPX InternationalCorporation

MPX International Corporation is a multinational diversified cannabis company focused on developing and operating assets across theinternational cannabis industry with an emphasis on cultivating,manufacturing and marketing products which include cannabinoids astheir primary active ingredient. With current operations spanning fourcontinents in Canada, Switzerland, South Africa, Malta and Australiaas well as evolving partnership and distribution opportunities inother jurisdictions, MPXI continues to position itself as an emergentglobal participant in the cannabis industry.

Cautionary Statement RegardingForward-Looking Information

This news release includes certain“forward-looking statements” under applicable Canadian securitieslegislation that are not historical facts. Forward-looking statementsinvolve risks, uncertainties, and other factors that could causeactual results, performance, prospects, and opportunities to differmaterially from those expressed or implied by such forward-lookingstatements. Forward-looking statements in this news release include,but are not limited to, MPX International’s objectives andintentions.  Forward-looking statements are necessarily based on anumber of estimates and assumptions that, while considered reasonable,are subject to known and unknown risks, uncertainties and otherfactors which may cause actual results and future events to differmaterially from those expressed or implied by such forward-lookingstatements. Such factors include, but are not limited to: generalbusiness, economic and social uncertainties; litigation, legislative,environmental and other judicial, regulatory, political andcompetitive developments; delay or failure to receive board,shareholder or regulatory approvals; the Corporation’s ability toeffectively deal with the restrictions, limitations and health issuespresented by the COVID-19 pandemic; future cannabis pricing; cannabiscultivation yields; costs of inputs; its ability to market productssuccessfully to its anticipated clients; reliance on key personnel andcontracted relationships with third parties; the regulatoryenvironment in Australia, Canada, Malta, South Africa, Switzerland andother international jurisdictions; the application of federal, state,provincial, county and municipal laws; and the impact of increasingcompetition; those additionalrisks set out in MPX International’s public documents filed on SEDARat www.sedar.com , including its audited annualconsolidated financial statements for the financial years endedSeptember 30, 2019 and 2018, its unaudited interim condensedconsolidated financial statements for the three and six months endedMarch 31, 2020 and for the three and nine months ended June 30, 2020and the corresponding management’s discussion and analysis; andother matters discussed in this news release. Although MPXInternational believes that the assumptions and factors used inpreparing the forward-looking statements are reasonable, unduereliance should not be placed on these statements, which only apply asof the date of this news release, and no assurance can be given thatsuch events will occur in the disclosed time frames or at all. Exceptwhere required by law, MPX International disclaims any intention orobligation to update or revise any forward-looking statement, whetheras a result of new information, future events, or otherwise.

For further information, pleasecontact:

MPX International Corporation

W. Scott Boyes, Chairman, President andCEO

T: +1-416-840-4703
info@mpxinternationalcorp.com

cbdetc.com

holyworld.ch.en

spartanwellness.ca/spartan-network

strainrec.ca

canveda.ca

mcln.ca

For additional information on MPXI visitour website www.mpxinternationalcorp.com or http://mpxi.tv .

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