MPXOF - MPX International Announces Conversion of Interest Payments into an Additional Tranche of the Non-Brokered Private Placement Offering and Short Term Bridge Loan Financing

(TheNewswire)

­ TORONTO, ONTARIO – TheNewswire - July 2, 2021 – MPX InternationalCorporation (“ MPX International ”,“ MPXI ” or the “ Corporation ”) (CSE:MPXI ) (CNSX:MPXI.CN) ( OTC:MPXOF), a multinational diversifiedcannabis company, is pleased to announce that, due to additional investor demand, it has increased theamount of the previously announced non-brokered private placementoffering (the “ Offering ”) of units (the “ Units ”) of theCorporation at a price of C$1,360 (US$1,000) per Unit to a maximum amount of C$16,320,000(US$12,000,000). The Corporation has issued a total of 7,748 Units foraggregate gross proceeds of C$10,537,280 (US$7,748,000) 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 for aggregate grossproceeds of C$1,088,000 (US$800,000); 4 th Tranche which closed on October 20, 2020– 506 Units for aggregate gross proceeds of C$688,160 (US$506,000);5 th Tranche which closed on December 24, 2020 – 2,229 Units foraggregate gross proceeds of C$3,031,440 (US$2,229,000); 6 th Tranche whichclosed on December 31, 2020 – 146 Units for aggregate proceeds ofC$198,560 (US$146,000); 7 th Tranche which closed on February 11, 2021– 125 Units for aggregate gross proceeds of C$170,000 (US$125,000);and 8 th Tranche – 248 Units for aggregate gross proceeds ofC$337,280 (US$248,000).

In addition, the Corporation has drawn down on furthershort-term loan financing (the “ Bridge Loan ”) ofC$315,434.34 (US$231,937.02) in addition to drawdowns as follows: (a)April 21, 2021 - C$1,312,500 (US$1,050,000); and (b) April 30, 2021– C$1,262,500 (US$1,010,000). The Corporation expects to the drawdown on further funds from the Bridge Loan in due course. To date,lenders advancing funds pursuant to the Bridge Loan have received25,043,405 common share purchase warrants (the“ Bonus Warrants ”) as a bonus for advancing such funds. Each Bonus Warrantshall be exercisable for a period of sixty (60) months from the dateof issuance and enable the holder thereof to purchase one common sharein the capital of the Corporation (a “ Common Share ”) atan exercise price equal to C$0.20.

The Corporation will use the proceeds from the loan tofund product and facility development and for general corporate andworking capital purposes.

The Bridge Loan will mature 3 months from the date ofissuance (the “ MaturityDate ”) and bear interest at a rate of 12% perannum calculated in arrears and payable in cashon the earlier of the Maturity Date or concurrently with theconversion of the Bridge Loan into the Offering pursuant to thedebenture indenture dated June 30, 2020 entered into between theCorporation and AST Trust Company (Canada) (the “ Debenture Trustee ”) as amended by the supplemental debentureindenture dated September 16, 2020 and the second supplementaldebenture indenture dated December 18, 2020 (as amended, supplementedor otherwise modified from time to time) providing for the issuance of12% secured convertible dentures of the Corporation (each, an“ SCD ”) in the aggregate principal amount of up to C$10,200,000(US$7,500,000) (the “ Debenture Indenture ”) the warrant indenturedated June 30, 2020 entered into between the Corporation and AST TrustCompany (Canada) (the “ Warrant Agent ”) as amended by thesupplemental warrant indenture dated September 16, 2020 and the secondsupplemental warrant indenture (the “ Warrant Indenture ”)dated December 18, 2020 (as amended, supplemented or otherwisemodified from time to time) providing for the issuance of up to52,500,000 common share purchase warrants (each, an “ SCD Warrant ”) .

T he principal amount of theBridge Loan shall automatically convert in the Offering at aconversion premium equal to ten percent (10%) of their principalamount.

Each Unit of the Offering will be issued on the sameterms as those previously announced, subject to certain amendments tothe Debenture Indenture and Warrant Indenture to be proposed toDebentureholders, at a price of C$1,360 (US$1,000) per Unit with eachUnit consists of one SCD in the principal amount of C$1,360 (US$1,000) (the “ PrincipalAmount ”) convertible at a deemed price of $0.13 per share and 7,000 SCD Warrants.

No finder fees have been paid in connection with theBridge Loan.

Insider Participation

Eight Tranche of the Offering

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

Notes :

1. (1) Mr. Boyes has alsoparticipated in previous tranches of the Offering acquiring 105 Unitsfor a subscription amount of C$142,800. In sum, Mr. Boyes has beenissued a total of 109 Units for an aggregate subscription amount ofC$148,240.

1. (2) Mr. Crawford has alsoparticipated in previous tranches of the Offering acquiring 456 Unitsfor an aggregate subscription amount of C$622,880 broken down asfollows: (a) 205 Units issued to Mr. Crawford; and (b) 251 Unitsissued to Puddles 7 Limited (“ Puddles 7 ”), a company in which Mr. Crawfordholds a majority interest. In sum, Mr. Crawford has been issued atotal of 471 Units for an aggregate subscription amount of C$640,560broken down as follows: (a) 212 Units issued to Mr. Crawford; and (b)259 Units issued to Puddles 7.

Bridge Loan

The current draw down of the Bridge Loan can beconsidered a Related Party Transaction for certain regulatorypurposes. The participation by certain insiders in the current drawdown of the Bridge Loan is summarized as follows:

Note:

1. (1) Mr. Crawford’s advance isbroken down as follows: C$8,590.29 by Mr. Crawford; and (b)C$11,259.03 by Puddles 7.

It is important to note that the Offering and theBridge Loan are exempt from valuation and minority approvalrequirements which might otherwise result from the participation byinsiders due to: (1) the Corporation, as a CSE issuer, not beinglisted on a designated market; and (2) the fair market value of theOffering and the Bridge Loan, insofar as the Offering and the BridgeLoan involve 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 and BridgeLoan and determined that as a CSE issuer MPXI is not listed on aspecified market and the fair market value of the Bridge Loan andOffering, individually and taken together, in so far as it involvesrelated parties, is not more than $2,500,000. The Special Committeeunanimously recommended that the board of directors of the Corporation(the “ Board ”) approve the Bridge Loan and the Offering. Accordingly,both the Offering and the Bridge Loan are exempt from minorityshareholder approval and formal valuation requirements of MI 61-101.

The Offering and the Bridge Loan are closing in lessthan 21 days due to the limited number of subscribers to the Offeringand Bridge Loan, all agreements being properly completed and received,and all subscription proceeds having been forwarded, which shorterperiod is reasonable in the circumstances. MI 61-101 requires if amaterial change report is filed less than 21 days before the expecteddate of the closing of the transaction, an explanation is to beprovided why the shorter period is reasonable or necessary in thecircumstances.

The securities issued pursuant tothe Offering and the Bridge Loan 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, Australia andThailand as well as evolving partnership and distributionopportunities in other jurisdictions, MPXI continues to positionitself as an emergent global participant in the cannabisindustry.

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 ability to complete any futurepotential transactions and the terms and conditions thereof; theapplication of federal, state, provincial, county and municipal laws;and the impact of increasing competition; those additional risks set out in MPXInternational’s public documents filed on SEDAR at www.sedar.com , including its audited annualconsolidated financial statements for the financial years endedSeptember 30, 2020 and 2019, and the corresponding management’sdiscussion and analysis; and other matters discussed in this newsrelease. Although MPX International believes that the assumptions andfactors used in preparing the forward-looking statements arereasonable, undue reliance should not be placed on these statements,which only apply as of the date of this news release, and no assurancecan be given that such events will occur in the disclosed time framesor at all. Except where required by law, MPX International disclaimsany intention or obligation to update or revise any forward-lookingstatement, whether as a result of new information, future events, orotherwise.

­­­­ N OT FORDISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FORDISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THISRESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIESLAWS.

For further information about MPXI,please contact:

MPX International Corporation

W. Scott Boyes, Chairman, President andCEO

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

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