HALIFAX, Nova Scotia, February 18, 2025–(BUSINESS WIRE)–Maritime Launch Services Inc. (Cboe CA: MAXQ, OTCQB: MAXQF) (hereafter referred to as “the Company“) is excited to announce that it has finalized agreements and received regulatory approval for its previously disclosed financing, which is expected to yield about $1,600,000 in cash proceeds at a price of $0.05 per share. Of this amount, $331,525 was previously provided to the Company in the last five months by existing shareholders as short-term, interest-free loans. Associated finder’s fees related to this financing amount to $128,000, which will be compensated with shares ($0.05 per share totaling 2,560,000) along with 2,560,000 broker warrants at a strike price of $0.05 per warrant, expiring in two years as further finder’s fee.
Additionally, as part of this financing, the Company anticipates issuing 4,170,000 shares ($208,500 at $0.05 per share) to certain officers, directors, and employees as remuneration for previously unpaid fees and salaries from 2024, pending regulatory approval.
The total number of shares to be issued under the equity financing plan, including fees, is approximately 38,730,000 (plus 2,560,000 warrants).
Portions of the proceeds will be allocated to redeem previously issued debentures (details below), with the remainder designated for vendor payments and ongoing operational costs.
Debenture Extension
The Company has received conditional regulatory approval to consummate the two-year extension agreement (previously announced as an agreement in principle on November 13, 2024) with the holders of its outstanding convertible debentures dated May 7, 2021 (as amended) and those dated December 7, 2023. This extension will postpone the maturity date of all outstanding convertible debentures from December 7, 2024, to December 7, 2026.
As a condition of this extension, the Company will utilize $500,000 of the financing proceeds to settle $500,000 of the outstanding convertible debentures according to their terms. Furthermore, the Company will issue 4,830,105 common shares from Treasury to the debenture holders as a fee for the extension.
On or around February 18, 2025, the Company will issue 2,706,978 shares as remuneration for $324,837 of payment-in-kind (“PIK”) interest due as of December 7, 2024 (based on a share price of $0.12) in accordance with the pre-extension convertible debenture terms.
The combined total of shares issued for outstanding PIK interest and the extension fee will amount to 7,537,083.
The cash interest rate remains at 10% with an additional PIK interest rate of 5%, payable in common shares. All cash interest will accrue annually, with all principal and cash interest payable upon maturity of the convertible debentures. The 5% PIK interest, which is payable in common shares, is set to be paid semi-annually, commencing June 7, 2025, and continuing every six months thereafter until maturity. Under the previous terms of the convertible debentures, the conversion rate for all principal and interest will be adjusted to $0.05, aligning with the pricing of the equity financing.
The debenture extension has been approved in writing by a majority of shareholders who do not hold debentures.
Two of the holders of the convertible debentures are considered “related parties.” Consequently, the debenture extension will be classified as a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relies on the exemption from formal valuation and minority approval requirements of MI 61-101, citing that the Company is (i) facing serious financial difficulty as it cannot currently repay the convertible debentures at maturity, (ii) the Debenture Extension aims to enhance the Company’s financial status, and (iii) the independent members of the Board have, in good faith, determined that (i) and (ii) are valid and the terms of the Debenture Extension are reasonable considering the Company’s circumstances. The debenture extension is anticipated to close around the week of February 24, 2025, in accordance with regulatory approval conditions. The Company opted not to announce the closing of this related party debenture extension 21 days in advance due to the necessity of completing the financing, which was only secured around February 18, 2025.
About Maritime Launch Services
Maritime Launch is a Canadian-owned commercial space enterprise headquartered in Nova Scotia. Maritime Launch is developing Spaceport Nova Scotia, which will serve as a launch site providing satellite delivery solutions to clients, effectively supporting the expanding commercial space transportation sector across a diverse array of inclinations. Spaceport Nova Scotia will enable launch vehicles to position their satellites into low-earth orbit. It is recognized as Canada’s first commercial orbital launch complex.
For further information regarding Maritime Launch and Spaceport Nova Scotia, please visit www.maritimelaunch.com
Forward-Looking Statements
This news release includes “forward-looking statements” as defined by applicable securities laws. All statements herein that are not distinctly historical may be regarded as forward-looking statements. The forward-looking information and statements herein include, but are not limited to, comments regarding (i) the Company’s capacity to finalize and execute the transactions addressed in this release, which could be affected by negotiations with proposed purchasers and the Company’s ability to implement its business plan along with final regulatory approval, (ii) the closing of extension agreements with the holders of the debentures and the compensation connected with the extension of the debentures, which may be influenced by ongoing negotiations of a final agreement with the debenture holders, along with the possibility that the extension may not be realized under the conditions disclosed in this release; and (iii) the anticipated principal volume of outstanding convertible debentures, which presumes the completion of the transactions outlined in this document and no conversion of the convertible debentures.
Forward-looking statements made in this release are based on specific assumptions and anticipated future events, which include but are not limited to: the Company’s capacity to persist as a going concern; continued endorsement of the Company’s activities by appropriate governmental and/or regulatory bodies; and the Company’s feasibility to finance its operations until it achieves sustainable profitability.
These statements encompass known and unknown risks, uncertainties, and other factors that may lead to actual results, performance, or achievements differing substantially from those implied or stated in such forward-looking statements, including but not restricted to: the potential inability of the Company to remain a going concern; risks related to potential governmental and/or regulatory actions affecting the Company’s operations.
Readers should note that the above list is not exhaustive. Additionally, readers are cautioned against placing excessive reliance on forward-looking statements, given that there is no guarantee that the plans, intentions, or expectations reflected will actually materialize. Such information, although considered reasonable by management at the preparation time, may ultimately prove to be inaccurate, resulting in actual outcomes that differ significantly from those expected.
Forward-looking statements in this release are expressly limited by this cautionary statement, reflecting the Company’s expectations as of the date indicated and subject to modification thereafter. The Company assumes no obligation to update or revise any forward-looking statements, whether resulting from new information, estimates, opinions, future events, or outcomes, or otherwise, except as mandated by applicable law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250218851707/en/
Contacts
Maritime Launch Services Sarah McLean Vice President of Communications and Corporate Affairs [email protected] www.maritimelaunch.com
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