The Debentures issued in this offering were executed on a private placement and prospectus exempt basis. This exemption allows Maritime Launch Services to bypass standard prospectus and securities registration requirements, streamlining the fundraising process.

Stephen Matier, President and CEO of Maritime Launch Services, expressed his enthusiasm about the financing's closure and its implications for the spaceport's development. "We're pleased to close this financing and continue our work developing Canada's first commercial spaceport," Matier stated. "In 2024, our team plans to meet a number of critical milestones, including preparing for, and supporting, two launches of the suborbital program, DART, from Spaceport Nova Scotia."

The Debentures are characterized by a 10% per annum cash interest rate, payable quarterly. Additionally, they include paid in-kind interest, amounting to 5% of the outstanding Debentures in the form of Common Shares of the Company, priced at $0.12 per share. Unless earlier repaid or converted, these Debentures are set to mature 12 months from the issuance date.

A notable feature of these Debentures is their convertibility. The principal amount and any accrued unpaid interest can be converted into Common Shares of the Company at a set price of $0.12 per share, subject to anti-dilution measures. Moreover, each Debenture comes with a common share purchase warrant for each $0.48 principal amount of Debentures issued, exercisable at C$0.15 before the fifth anniversary of the Offering's completion.

Maritime Launch Services also offers an option for early repayment of the Debentures. Holders can choose to be repaid in cash with a 10% early repayment fee or convert the principal and accrued interest into Common Shares at the conversion price. Notably, these Debentures rank equally with the Company's other unsecured debt.

In a related development, a party related to the Company subscribed for $140,000 of the gross proceeds, with minimal impact on the Company's control.

PowerOne Capital Markets Limited played a pivotal role as a finder in part of the Offering. Maritime Launch Services compensated them with cash finder's fees totaling $142,650 and issued 1,585,000 finder's warrants, exercisable into one Common Share at a price of $0.12 per share for five years from the date of closing.

It's important to note that this Offering constitutes a related-party transaction under Multilateral Instrument 61-101, due to participation by Sasha Jacob, a director and Chair of the Company. However, the Company is exempt from formal valuation and minority shareholder approval requirements, relying on specific sections of MI 61-101. The Company also decided not to announce the Offering 21 days in advance of closing, citing reasonable circumstances that enabled it to take advantage of potential financing opportunities. The related party's participation in the Offering was not known to the Company until late November 2023.

In compliance with securities regulations, none of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933. As a result, they cannot be offered or sold in the United States unless they are registered or exempt from registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any state where such an offer, solicitation, or sale would be unlawful.

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