Mint Announces a Definitive Share Purchase Agreement and Interim Funding Agreement
Toronto, Ontario--(Newsfile Corp. - September 27, 2019) - The Mint Corporation (TSXV: MIT) (OTC Pink: MITJF) ("Mint") announces that Gravitas Financial Inc. (CSE: GFI) ("Gravitas") has entered into a securities purchase agreement (the "Purchase Agreement") with Global Business Services for Multimedia ("GBS") and Mobile Telecommunication Group LLC ("MTG" and together with GBS, the "Buyers"), and the fiduciary, acting on behalf of the beneficial holders of substantially all of Gravitas' secured debt (the "Debtholder" and together with Gravitas, the "Sellers") pursuant to which the Buyers will acquire: (i) 109,670,736 common shares of Mint; (ii) 16,000,000 subscription receipts exercisable for 16,000,000 common shares of Mint for no additional consideration, (iii) 11,700,000 warrants to purchase 11,700,000 common shares of Mint at an exercise price of $0.10 per share, (iv) Gravitas' interest in any outstanding loans or other indebtedness of Mint and its associates (being loans and indebtedness of approximately $13,333,559); and (v) certain securities of Mint registered in the name of or otherwise controlled by the Debtholder, all in consideration for an aggregate purchase price of $6,595,000 less certain expenses of Mint that are funded by the Buyers pursuant to the Funding Agreement (as described below) prior to closing (the "Transaction"). The common shares being purchased represent 56% of the outstanding common shares of Mint on a non-diluted basis (59% if the subscription receipts were to be exercised for no additional consideration).
Mint also announces that the Buyers, Mint, Mint Middle East Ltd., Mint Capital LLC and Mint Gateway for Electronic Payment Services LLC have entered into an interim funding agreement (the "Funding Agreement") under which the Buyers have agreed to provide funding to negotiate, compromise and settle the outstanding payables owing by Mint and to fund the costs and expenses associated with the operation of Mint and its subsidiaries until the earlier of the closing of the Transaction and the termination of the Purchase Agreement. All amounts advanced under the Funding Agreement will become an unsecured, non-interest-bearing loan owing by Mint and its subsidiaries to the Buyers. That loan will become due one year and one day after the earlier of the closing of the Transaction and the termination of the Purchase Agreement. However, if the Purchase Agreement is terminated because of a default by the Buyers, the Buyers will forfeit (i) the right to repayment of the loan and (ii) a deposit of AED1,800,000 to be held by Mint Gateway for Electronic Payment Services LLC.
A copy of the Funding Agreement will be posted to Mint's profile on SEDAR at www.sedar.com.
The closing of the Transaction is conditional upon the satisfaction of various closing conditions, including the parties receiving all necessary shareholder, TSXV (as defined below) and third-party consents, approvals and authorizations. The Buyers and the Sellers have the right to terminate the Purchase Agreement (and the Buyers have the right to terminate the Funding Agreement) if the closing of the Transaction has not occurred on or before November 30, 2019.
The Transaction, if completed, will constitute a "change of control" of Mint within the meaning of that term under TSX Venture Exchange ("TSXV") policies and is subject to prior approval by the TSXV.
As the Transaction is a "related party transaction" of Gravitas as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the Transaction requires the approval of a majority of disinterested shareholders of Gravitas. Such approval will be sought at the upcoming annual and special meeting of shareholders of Gravitas.
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or our future performance and, in certain cases, can be identified by the use of words such as "intends", "plans", "expects", "anticipates", or variations of such words and phrases as statements that certain actions, events or results "may", "can", will", "might", "shall", "would" occur, or the negative forms of any of these words and other similar expressions. Forward-looking statements include the closing of the Transaction and the satisfaction of the conditions to closing the Transaction including, without limitation: the compliance by the parties with various covenants contained in the Purchase Agreement and the Funding Agreement; obtaining the required shareholder approvals for the Transaction at the upcoming annual and special meeting of shareholders of Gravitas; obtaining the required TSXV approvals for the Transaction; the timing of the completion of the Transaction; and certain termination rights available to the parties under the Purchase Agreement and Funding Agreement. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to vary from those expressed or implied by such forward-looking statements. Forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, that the closing conditions to the Transaction, including regulatory and shareholder approvals, are not satisfied or waived (if applicable). Although the forward-looking statements contained in this news release are based upon what management of Mint believes are reasonable assumptions on the date of this news release, Mint cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties and other risks detailed from time-to-time in Mint's ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com. These forward-looking statements are made as of the date of this news release and Mint disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.
ABOUT GLOBAL BUSINESS SERVICES FOR MULTIMEDIA
GBS describes itself as one of the leading, dynamic and progressive technology-oriented business groups in the Middle East for the past 25 years. GBS was established in Abu Dhabi with subsidiaries in other Gulf Cooperation Counsel countries and Egypt. GBS was founded to invest and to manage entities in Telecommunications, Financial Services, Broadcasting, Film & Audio-Visual Production, and Events Management.
The Mint Corporation through its majority-owned subsidiaries (the "Mint Group"), is a globally certified payments company headquartered in Toronto, Canada with its primary business in Dubai, UAE. The Mint Group provides employers, employees and merchants with best-in-class financial services supported via payroll cards and the feature rich and linked Mint mobile application. Through its mobile enabled payments platform certified globally by Mastercard and UnionPay, Mint brings modern financial conveniences, at reasonable cost, to employers, merchants and consumers.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
The Mint Corporation
Vishy Karamadam, Chief Executive Officer
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