The Mint Corporation

TSX VENTURE : MIT


The Mint Corporation

January 08, 2014 12:20 ET

Mint Announces Restructuring of Its Middle East Operations

TORONTO, ONTARIO--(Marketwired - Jan. 8, 2014) -

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The Mint Corporation (TSX VENTURE:MIT) ("Mint" or the "Company") announced that it has entered into an agreement in principal under which Global Business Services ("GBS") will subscribe for a 49% interest in Mint Middle East LLC ("MME") and certain associated companies for USD$1,000,000.

MME is a company formed in the Dubai International Financial Center (DIFC). MME carries on a payroll card business in the United Arab Emirate (UAE). MME also owns Mint Electronic Payment Services LLC ("MEPS"), which owns a mobile phone top-up business purchased from GBS in July 2012.

GBS will also subscribe for a 49% interest in Mint's other Middle Eastern operations, including Mint Capital LLC which provides micro finance loan services to payroll card holders of MME.

The USD$1,000,000 subscription price will be paid by setting off that amount against debt owing by MME to GBS. Mint has agreed to pay USD$2.6 million which is currently owed to GBS as follows: (i) USD$1,000,000 will be paid when the proceeds of the current subscription receipt offering (see Mint's press release of November 11, 2013) are released from escrow (the "Release Date"), (ii) on the Release Date, a further payment will be made equal to the lesser of USD$1,000,000 and 50% of the amount then owing to GBS, and (iii) the remainder will be paid two years after the Release Date. All amounts owing to GBS will bear interest at 10% per annum.

Abdul Razzak Al Abdullah controls GBS. Mr. Al Abdullah will join the board of directors of MME. As per the announcement dated January 8, 2014, Mr. Al Abdullah has been appointed Chief Restructuring Officer of The Mint Corporation and either himself or someone appointed by GBS will become the Managing Director of MME. GBS will also appoint the CEO of MME. The Chief Financial Officer of MME will be appointed by Mint. The immediate focus of Mr. Al Abdullah will be cost reduction, development of new business opportunities and operational improvements.

Neil Gilday, Director of Mint, said today, "Aside from the financial aspects of the transaction, the Board of Directors is looking at the greater contribution of GBS and Abdul Razzak to give Mint a new sense of leadership, business development and acceleration of growth and management of the current risks inherent in Mint's business. We believe this partnership is going to strengthen Mint and bring about a positive financial growth for the Company".

MME will pledge its assets as security for the Series A debenture and Series B debentures described in Mint's press release of November 11, 2013. Mint and GBS have agreed that responsibility for making payments on the debt secured against the assets of MME will be as follows:

i) MME will be responsible for all payments associated with the Series A debentures and any new loans up to an additional USD$5,000,000.

ii) MME will pay all interest on the Series B debentures. Mint will reimburse MME for these interest payments when the Series A or Series B debentures are repaid or refinanced.

Mint has recently advanced CDN$720,000 to MME following a further advance from Gravitas Financial Inc. under the loan facility described in the press release of November 25, 2013. MME will repay CDN$650,000 of this amount in approximately 8 weeks and thereafter GBS will finance any shortfalls in MME until the Release Date. GBS has also agreed to loan 50% of the funds required by Mint Capital LLC.

MME will pay a dividend of up to 25% of retained earnings after interest expenses have been paid.

Mint has agreed that its intercompany loan to MME of approximately $10.3 million will be converted to equity in MME prior to the subscription by GBS.

GENERAL DISCLOSURE STATEMENT

Investors are encouraged to read the Management Discussion and Analysis Documents filed on SEDAR for a description of additional risks associated with investing in the Company. The following statement is only intended to inform investors on certain of the many risks associated with investing in the Company. The Company operates predominantly in the Middle East and North Africa ("MENA"). It is accordingly exposed to significant political, legal and regulatory risks associated with operating in these emerging and volatile markets. The key management personnel and operations of the Company are based in countries which do not have strong and reliable judicial enforcement. This results directly in additional risk with respect to the enforcement of legal and contractual rights, including, for example but without limitation, the enforcement of the rights of creditors, the protection of intellectual property rights, the enforcement of joint venture arrangements, and binding key employees with non-compete agreements. Since inception, the Company has not reached profitability. The Company relies heavily on high-cost, debt financing to fund its business plan. This has exposed the Company to unique financial risks associated with significantly higher than normal debt levels. Investors in the company are strongly encouraged to be aware of the significant risks of the company, to conduct additional due diligence and to seek the help of a licensed investment advisor before considering to invest in securities of the Company. Moreover, investors must be aware that the purchase of the Company's securities involves a number of additional significant risks and uncertainties, as disclosed in the Management Discussion and Analysis reports filed on SEDAR by the Company. Investors considering purchasing securities of the Company should be able to bear the economic risk of total loss of such investment.

FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or Mint's future performance. In particular, the agreement with GBS is set out in broad terms and the detailed arrangements between Mint and GBS must be settled. Also, the subscription receipt offering has not yet closed and the release of funds under the subscription receipt offering is dependent on the satisfaction of certain conditions. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, Mint and GBS could fail to reach agreement on the final terms of their agreement; the subscription receipt offering could fail to close; or the release of the funds placed in escrow under that offering could fail. 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. Actual results could differ materially from those anticipated due to a number of factors and risks. 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. The forward-looking statements contained in this press release are made as of the date hereof and Mint disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

ABOUT MINT TECHNOLOGY CORP

Established in 2004, Mint is the world's first vertically integrated prepaid card and payroll services provider with its own ATM network, payment processing platform and proprietary branded card product delivered to workers in the United Arab Emirates and expanding to other parts of the Middle East. Mint operates through 4 subsidiaries, Mint Middle East LLC, a payroll card services provider; Mint Capital LLC, a financial products distribution company; Mint Global Processing Inc., a fully integrated third party processing platform; and MEPS, a mobile airtime POS and Merchant network solutions business.

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.

For additional information please visit www.mintinc.com.

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