MPXOF - MPX International Announces Short Term Bridge Loan Financing of up to Approximately C$3750000 Changes to the Board and a Stock Option Grant

(TheNewswire)

TORONTO, ONTARIO – TheNewswire- April 16, 2021 – MPX International Corporation (“ MPXInternational ”, “ MPXI ” or the“ Corporation ”) (CSE:MPXI ) ; (CNSX:MPXI.CN); ( OTC:MPXOF), a multinational diversifiedcannabis company, is pleased to announce that it has arranged forshort-term loan financing (the “ Bridge Loan ”) of upto approximately C$3,750,000 (US$3,000,000) from a group of currentinvestors. The loan funds will be drawn down in several tranches withthe initial tranche of C$1,312,500 (US$1,050,000) being drawn downimmediately.

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 non-brokered private placementoffering of units (the “ Units ”) whereby the Corporation raisedC$10,200,000 (US$7,500,000) between June 30, 2020 and February 11,2021 (the “ Offering ”) pursuant to the debentureindenture 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 ”) .

Upon the entering into of boththe 3 rd supplementary debenture indenture to the Debenture Indentureand the 3 rd supplementary warrant indenture to the WarrantIndenture, the principal amount of the BridgeLoan shall automatically convert in the Offering at a conversionpremium equal to ten percent (10%) of their principal amount.

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 ”) and7,000 SCD Warrants.

The Corporation shall pay a non-refundable cash origination fee in the aggregate amount of C$75,000 ( US$60,000) to certain Bridge Loan lendersadvancing funds in the initial tranches of the Bridge Loan at the time of such advance.

The Corporation shallalso issue an aggregate of 9,000,000 common share purchase warrants(the “ BonusWarrants ”) to certain Bridge Loan lenders advancing fundsin the initial tranches of the Bridge Loan . EachBonus Warrant shall be exercisable for a period of sixty (60) monthsfrom the date of issuance and enable the holder thereof to purchaseone common share in the capital of the Corporation (a “ Common Share ”) atan exercise price equal to C$0.20 as well as theopportunity to acquire part of the Corporation’s interest in one ormore potential future transactions.

Each of the following events constitutes an event ofdefault: (a) the Corporation fails to pay when due, after anyapplicable grace periods, any outstanding principal amount hereunderor any accrued and unpaid interest on such principal amount; (b) theCorporation shall not have complied with its covenants; and (c) if anyrepresentation or warranty made by the Corporation pursuant to whichthe loan was issued was false or inaccurate in any material respectwhen made.

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

Insider Participation

The Bridge Loan can be considered a Related PartyTransaction for certain regulatory purposes. The participation bycertain insiders in the Bridge Loan is summarized as follows:

Notes:

1. (1) Mr. Boyes is lending funds tothe Issuer and receiving a cash origination fee of C$1,820.39(US$1,4561.31), 218,447 Bonus Warrants entitling Mr. Boyes to purchasea Common Share at a price of C$0.20 per Common Share for a period of 5years from the date of issuance as well as the opportunity to acquirepart of the Issuer’s interest in one or more potential futuretransactions. The loan will be convertible into the Offering as setout above. Mr. Boyes has a right to participate in a future tranche ofthe Bridge Loan up to his pro rata portion of the initial tranches ofthe Bridge Loan.

1. (2) Mr. Crawford is lending fundsto the Issuer and receiving a cash origination fee of C$11,563.11(US$11,650.49), 1,747,573 Bonus Warrants entitling Mr. Crawford topurchase a Common Share at a price of C$0.20 per Common Share for aperiod of 5 years from the date of issuance as well as the opportunityto acquire part of the Issuer’s interest in one or more potentialfuture transactions. The loan will be convertible into the Offering asset out above. Mr. Crawford has a right to participate in a futuretranche of the Bridge Loan up to his pro rata portion of the initialtranches of the Bridge Loan.

It is important to note that the Bridge Loan 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 Bridge Loan, insofar as theBridge Loan involves such interested parties, is less thanC$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.

The sole independent director to the transactions (the“ SpecialCommittee ”) reviewed the Bridge Loan anddetermined that as a CSE issuer MPXI is not listed on a specifiedmarket and the fair market value of the Bridge Loan, 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 Bridge Loan.Accordingly, the Bridge Loan is exempt from minority shareholderapproval and formal valuation requirements of MI 61-101.

The Bridge Loan is closing in less than 21 days due tothe limited number of investors to the Bridge Loan, all investmentagreements being properly completed and received, and all loanproceeds 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.

Board Changes

The Corporation also announces the resignation ofRandall G. Stafford from the Board effective immediately to focus hisefforts on other professional opportunities and will be replaced byJeremy Blumer, Chief Financial Officer of the Corporation.

The Board extends its sincerest gratitude to Randy forhis service and contributions to the Corporation and wish himwell.

Stock Option Grant

The Corporation also announcesthat a total of 10,550,000 stock options to purchase Common Shares at a price of $0.20 per Common Share were granted to officers, directors, employeesand consultants of the Corporation and its subsidiaries at an exerciseprice of C$0.20 per Common Share and expiring on April 16, 2026.

Under the Corporation’s stock option plan (the“ Plan ”), 9.58% of the issued and outstanding Common Shares or13,739,680 Common Shares are reserved for issuance, including theabove grant, and the Corporation may grant an additional 599,285options under the Plan representing 0.42% of the issued andoutstanding Common Shares.

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 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.

For further information about MPXI,please contact:

MPX International Corporation

W. Scott Boyes, Chairman, President andCEO

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

or visit one our websites:

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