MPXOF - MPX International Announces Closing of the Fourth and Final Tranche of Non-Brokered Private Placement Offering

(TheNewswire)

TORONTO, ONTARIO - TheNewswire - October 21, 2020 - MPX International Corporation (" MPXInternational ", " MPXI " or the" Corporation ") (CSE:MPXI ) ; (CNSX:MPXI.CN); ( OTC:MPXOF) is pleased to announce that it has completed the fourth and final tranche of its previously announced non-brokered privateplacement offering (the " Offering ") of units (the" Units ") of the Corporation at a priceof C$1,360 (US$1,000) per Unit . The Corporation has issueda total of 5,000 Units for aggregate gross proceeds of C$6,800,000 (US$5,000,000) from theclosing of all four tranches of the Offering broken down as follows:1 st Tranche - 3,348 Units for aggregate gross proceeds of C$4,553,280 (US$3,348,000);2 nd Tranche - 346 Units for aggregate gross proceeds of C$470,560 (US$346,000); 3 rd Tranche - 800 Units for aggregate gross proceeds of C$1,088,000 (US$800,000);and 4 th Tranche - 506 Units for aggregate gross proceeds ofC$688,160 (US$506,000).

The Corporation intends to use the proceeds from theOffering to fund product and facility development in Switzerland andretail expansion in Canada as well as for working capital and othergeneral 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 theprincipal amount of C$1,360 (US$1,000) ((the " Principal Amount ") and 7,000 common share purchasewarrants (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, commencingDecember 31, 2020 (each, a " Coupon Date ") . The amount ofinterest that becomes payable on December 31, 2020 will representaccrued interest for the period from the Initial Closing Date toDecember 31, 2020 . 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 ")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) 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 ") atan exercise price of C$0.20 (the " Exercise Price ")for a period of twenty-four (24) months from the Closing Date (the" Expiry Date ") . T he Corporation and AST entered into awarrant indenture (the " Warrant Indenture ") dated June 30, 2020pursuant to which the Warrants are created and issued.

Insider Participation

The fourth tranche of the Offering can be considered aRelated Party Transaction for certain regulatory purposes. Theparticipation by the insiders in the second tranche of the Offering issummarized as follows:

---------------------------------------------------------------------------------------------------- |Name |Relationship to|Interest |Common Sharesdirectly or |Percentage of | | |the Corporation|in the |indirectly,beneficially owned or|Common Shares of| | | |Offering |control |MPXI | | | |----------------------| | | | | |Amount C$ |# of Units| | | |--------------------------------------------------------------------------------------------------| |Alastair|Director |$184,960(1)|136 |8,134,472 |5.74% | |Crawford| | | | | | |--------------------------------------------------------------------------------------------------| |TOTALS |  |$184,960 |136 |8,134,472 |5.74% | ----------------------------------------------------------------------------------------------------

Note:

1. (1) Mr. Crawford's participationin the 4 th Tranche of the Offering will be broken down as follows: (a)86 Units will be issued to Mr. Crawford; and (b) 50 Units will beissued to Puddles 7 Limited, a company in which Mr. Crawford holds amajority interest.

Mr. Crawford also participated in the 2 nd Tranche of theOffering acquiring 112 Units for a subscription amount of C$153,320.In sum, Mr. Crawford has been issued a total of 248 Units for anaggregate subscription amount of C$338,280.

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 approvaland formal valuation 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 includescertain "forward-looking statements" under applicableCanadian securities legislation that are not historical facts.Forward-looking statements involve risks, uncertainties, and otherfactors that could cause actual results, performance, prospects, andopportunities to differ materially from those expressed or implied bysuch forward-looking statements. Forward-looking statements in thisnews release include, but are not limited to, MPX International'sobjectives and intentions. Forward-looking statements are necessarilybased on a number of estimates and assumptions that, while consideredreasonable, are subject to known and unknown risks, uncertainties andother factors which may cause actual results and future events todiffer materially from those expressed or implied by suchforward-looking statements. Such factors include, but are not limitedto: general business, economic and social uncertainties; litigation,legislative, environmental and other judicial, regulatory, politicaland competitive developments; delay or failure to receive board,shareholder or regulatory approvals; the Corporation's ability to effectively deal with therestrictions, limitations and health issues presented by the COVID-19pandemic; future cannabis pricing; cannabis cultivation yields; costsof inputs; its ability to market products successfully to itsanticipated clients; reliance on key personnel and contractedrelationships with third parties; the regulatory environment inAustralia, Canada, Malta, South Africa, Switzerland and otherinternational 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 condensed consolidatedfinancial statements for the three and six months ended March 31,2020 and the correspondingannual management's discussion and analysis; and other mattersdiscussed in this news release. Although MPX International believesthat the assumptions and factors used in preparing the forward-lookingstatements are reasonable, undue reliance should not be placed onthese statements, which only apply as of the date of this newsrelease, and no assurance can be given that such events will occur inthe disclosed time frames or at all. Except where required by law, MPXInternational disclaims any intention or obligation to update orrevise any forward-looking statement, whether as a result of newinformation, future events, or otherwise.

For further information, please contact:

MPX International Corporation

W. Scott Boyes, Chairman, President and CEO

T: +1-416-840-3725
info@mpxinternationalcorp.com

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

NOT FOR DISTRIBUTION TO NEWSWIRESERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITEDSTATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE AVIOLATION OF UNITED STATES SECURITIES LAWS.

Copyright (c) 2020 TheNewswire - All rights reserved.