Maritime Launch Services Announces Two Year Extension of Convertible Debentures, Private Placement Financing and Delay in Filing Interim Financial Statements

Halifax, Nova Scotia, Canada (November 13th, 2024)—Maritime Launch Services Inc. (Cboe CA: MAXQ, OTCQB: MAXQF) (the “Company”) is pleased to announce that it has reached an agreement in principle with the holders of its outstanding convertible debentures dated May 7, 2021 (as amended) and the holders of its outstanding convertible debentures dated December 7, 2023, to extend the maturity date of all outstanding convertible debentures to December 7, 2026 (previously December 7, 2024).  As a condition of the extension, the Company will be redeeming a portion of the convertible debentures, to be paid out of the proceeds of a private placement financing. In addition, the Company will be issuing 4,830,105 common shares, in aggregate, from Treasury to the debenture holders, as an extension fee.

The interest rate terms, including cash interest rate of 10% plus an additional interest rate of 5% payable in common shares, remain unchanged. Cash interest will compound annually and be paid in full upon maturity, however the interest component payable in shares will be paid semi-annually through the issuance of shares from Treasury,  commencing December 7, 2024.  Interest payable in shares on December 7, 2024  amounts to 6,496,740 shares (interest owing of $324,837 divided by $0.05 per share conversion price based upon the private placement terms discussed below). The conversion features, terms and conditions remain unchanged.

The convertible debentures extension is subject to negotiation of final binding agreements, shareholder approval  and applicable regulatory approval including the Cboe Exchange.

Private Placement

The Company also announces its intention to complete a private placement of common shares (the “Shares”) at a price of $0.05 per Share for gross proceeds of a minimum of $1,000,000 (the “Offering”).  A portion of the proceeds of the offering  will be used to redeem a portion of the outstanding debentures, with the remaining balance used for working capital and ongoing operating expenses.

The Offering is anticipated to close before December 7, 2024, and is subject to customary closing conditions and approvals of applicable securities regulatory authorities, including the Cboe Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Reporting of 2024 Q3 Financial Results

The Company also announces that it will not be in a position to file its interim financial statements for the three and nine months ended September 30, 2024, its management's discussion and analysis for the three and nine months ended September 30, 2024, and related filings (collectively, the "Interim Filings") by the required deadline of November 14, 2024.  The Company expects to file the Interim Filings no later than November 29, 2024. The delay will allow for subsequent events to be fully disclosed in the filings.

In response to the Interim Filings delay, the Company intends to apply to the applicable securities regulator for a management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") that will prohibit the management of the Company from trading in the securities of the Company until such time as the Interim Filings are published. The Company has made all efforts and allocated all available resources to the preparation, completion and publishing of the Interim Filings. Until the Company publishes the Interim Filings, it will comply with the alternative information guidelines set out in NP 12-203.  The Company confirms that there is no other material information relating to its affairs that has not been generally disclosed.  Other than as disclosed herein, the Company is up to date in its filing obligations.