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Maritime Launch Services Announces Closing of RTO

Press Release From: Maritime Launch Services
Posted: Monday, April 4, 2022

Maritime Launch Services Inc. (formerly Jaguar Financial Corporation) ("MLSI" or the "Company") is pleased to announce it has closed on April 1, 2022 its previously announced reverse takeover transaction (the "RTO") with Maritime Launch Services Ltd., a private Nova Scotia company ("MLS NS").

The RTO was completed by way of the three-cornered amalgamation of MLS NS and a newly-incorporated acquisition subsidiary of MLSI to form Maritime Launch Services (Nova Scotia) Ltd., now a wholly-owned subsidiary of MLSI. Former shareholders of MLS NS received shares of MLSI in exchange for their shares of MLS NS.

During the fourth quarter of 2021 and the first quarter of 2022, MLS NS completed a non-brokered private placement of 9,372,690 subscription receipts for gross proceeds of approximately $7,029,500. Each of the subscription receipts automatically converted on a 1:1 basis into MLS NS shares prior to closing of the RTO.

Pursuant to the terms of the RTO agreement:

  • holders of MLS NS shares received 4.5 MLSI common shares for each MLS NS share held; and
  • all outstanding warrants, options and convertible debentures of MLS NS were exchanged for equivalent securities of MLSI, with the number of underlying shares being multiplied by the conversion ratio of 4.5:1, and the exercise price or conversion price, as applicable, being multiplied by the inverse of that conversion ratio.

As a result, the Company now has outstanding (i) 403,460,592 common shares, (ii) 25,650,000 stock options exercisable at $0.167 per common share, (iii) 1,010,039 stock options exercisable at $0.125 per common share, (iv) 3,780,000 warrants exercisable at $0.056 per common share, (v) 13,500,000 warrants exercisable at $0.078 per common share, (vi) 3,559,500 warrants exercisable at $0.147 per common share, (vii) 2,810,430 warrants exercisable at $0.167 per common share, and (viii) $7,500,000 of convertible debentures maturing in May 2023 and convertible into common shares at a conversion price of $0.147 per common share.

As part of the RTO, the Company changed its name from "Jaguar Financial Corporation" to "Maritime Launch Services Inc.".  The Company is a reporting issuer under the securities laws of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec.

The Company has received conditional listing approval from Neo Exchange Inc. (the "Exchange") and is proceeding to satisfy those conditions. As part of the listing process, the Company will be filing on SEDAR prospectus-level disclosure on the Company and its business. The Company will issue an additional press release advising of the listing date and filing of the disclosure once final listing conditions are satisfied.  Receipt of the Exchange's Final approval of the listing is subject to certain customary requirements and conditions, including the Company fulfilling all of the requirements of the Exchange, and receipt of all required documentation.

About Maritime Launch Services

Maritime Launch is a Canadian-owned commercial aerospace company based in Nova Scotia. Maritime Launch is developing Spaceport Nova Scotia, a launch site that will provide satellite delivery services to clients in support of the growing commercial space transportation industry over a wide range of inclinations. The development of this facility will allow the Cyclone-4M and other prospective launch vehicles to place their satellites into low-earth orbit, building to a launch tempo of eight launches per year. This will be the first commercial orbital launch complex in Canada.

Maritime Launch's suppliers, Yuzhnoye and Yuzhmash, are the developers of the Cyclone-4M payload delivery system and they are proven leaders in the aerospace industry with over 65 years of experience with 878 successful launches to date.

Management of the Company

The board of directors and management of the Company is now comprised, in part, of the following individuals:

Stephen Matier – Director, President and Chief Executive Officer: Stephen Matier, President and CEO of the Company is the driving force and visionary behind the development of Canada's first spaceport, a world-class commercial space complex that will launch Canada into the global space industry from Nova Scotia. Mr. Matier is a mechanical engineer by training, and a certified manager of complex programs. He is a successful entrepreneur and a well-established consultant in the space sector. Mr. Matier is the recipient of the NASA astronaut Silver Snoopy Award, as well as the NASA Manned Flight Awareness Award. With more than 30 years in the industry, Mr. Matier's experience includes engineering management at the NASA White Sands Test Facility and decades of experience with various US commercial aerospace customers, contractors and launch sites.

Sasha Jacob – Director: Mr. Jacob is the Chairman and Chief Executive Officer of Jacob Capital Management Inc., a merchant bank focused on the renewable power and infrastructure sectors. Mr. Jacob brings over 20 years of investment banking experience as the first banker to focus on renewable energy in Canada and having managed over 100 transactions valued at more than $10 billion. Mr. Jacob holds a BA from Bishop's University, MBA from Sir Wilfrid Laurier University and GP LLM from the University of Toronto. He is the previous Vice-Chair of WorldWildLife Fund Canada, Director of Plan International Canada, Chair of Young Presidents' Organization Maple Leaf Chapter and current Chair of the Board of Nature United.

François Desjardins – Director: Mr. Desjardins has over 30 years of experience in financial services industry. He joined Laurentian Bank in 1991, and occupied increasingly senior positions. In 1999, he was named Vice-President; in 2004, was appointed President and Chief Executive Officer of B2B Bank; and in 2015, Mr. Desjardins was named President and Chief Executive Officer of Laurentian Bank. Mr. Desjardins retired from Laurentian Bank in June 2020. During his tenure as President and CEO of Laurentian Bank, he led a transformation plan that included large scale digital process redevelopment, technological implementations, pan Canadian territorial expansion, and multiple acquisitions. Mr. Desjardins has served as a Director on a number of corporate boards including Interac, Fundserv and Payments Canada.

Susan McArthur – Director: Susan McArthur is an experienced corporate director, venture capitalist and investment banker. She is currently Co-Founder and Executive Chair of LockDocs Inc., a digital identity as a service start-up and sits on the boards of Great-West Lifeco Inc., Irish Life, Canada Life UK and IGM Financial Inc.  She was previously a Managing Partner at GreenSoil Investments, a venture capital firm focused on investing in proptech. Ms. McArthur also sits on the not-for-profit board of The Atlantic Salmon Federation. Ms. McArthur was recently named Chair of the Ontario Workforce Recovery Advisory Committee and Chair of the Province of Ontario's Portable Benefits Advisory Panel. She is also the former Chair of the Canada Revenue Agency Board of Management. Previous board directorships include Power Financial Corporation, Chemtrade Logistics, First Capital Realty Inc., KP Tissue, KPGP, Globe Alive Wireless, True Patriot Love Foundation, Les Jardins de Metis, The Canadian Club, Luminato, The Toronto Film Festival, and The Power Plant. Ms. McArthur completed the Rotman School of Management ICD program and is a graduate in Political Science from the University of Western Ontario (now Western University). She speaks French fluently.

Keith Abriel - Chief Financial Officer:  Mr. Abriel is a Chartered Professional Accountant, a CFA Charterholder, and holds a Bachelor of Commerce (Cum Laude) from Saint Mary's University in Halifax, Nova Scotia.  An experienced financial executive, Mr. Abriel has previously served as the Chief Financial Officer and as a Director of a number of public and venture backed private companies over his 25-year career.  Mr. Abriel is a Past President of the Atlantic Canada CFA Society. He also spent nine years with PricewaterhouseCoopers, LLP.

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