TORONTO, ONTARIO--(Marketwired - March 13, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
The Mint Corporation (TSX VENTURE:MIT) ("Mint" or the "Company") announced today that it has completed the issuance of $5,501,000 of debentures (the "Series B Debentures") and 7,106,041 of warrants (the "Warrants"), in exchange for $7,003,906 of previously issued debentures of Mint (the "Old Debentures"). The issuance of Series B Debentures and Warrants occurred on a non-brokered private placement basis.
For every $1,250 of Old Debentures exchanged, a holder of Old Debentures received (i) $1,000 principal amount of Series B Debentures, plus (ii) 1,250 common share purchase warrants (the "Warrants"). Old Debentures were valued at the amount of principal and interest owing under those debentures on the date of closing.
The Series B Debentures have a term of 3 years; provided that the term of the Series B Debentures may be extended for another 2 years at the option of the Company. Interest on the Series B Debentures is at the rate of 2% per annum during the three years of the original term; provided that the Company will pay bonus interest on the last day of the 3rd year equal to 30% of the principal amount. If the term of the Series B Debentures is extended, interest shall be at the rate of 12% per annum during years 4 and 5 of that term. The Company shall pay interest quarterly in arrears on the principal amount outstanding. The Company may, at the time of any quarterly interest payment, prepay all or any portion of the principal outstanding on the Series B Debentures; provided that at the time of prepayment the Company shall pay an interest bonus equal to (i) the interest payments which would have been received on that prepaid principal amount if the interest rate on the Series B Debentures had been 12% per annum throughout the period preceding redemption, minus (ii) the interest payments actually received in respect of that prepaid amount.
The Series B Debentures were issued under a trust indenture, with Equity Financial Trust Company acting as trustee, and they were secured by a security interest on all of the undertaking, property and assets of the Company, both present and future (the "Canadian Assets"); and a security interest on all of the undertaking, property and assets of Mint Middle East LLC, both present and future (the "MME Assets"). The security for the Series B Debentures will rank behind the security for the Series A Debentures which are to be issued upon the release from escrow of funds received in the subscription receipt offering of the Company (the first closing of which was described in the Company's press release of January 8, 2014). With respect to the Canadian Assets, the Series B Debentures will also rank behind any Old Debentures which are not exchanged for Series B Debentures and Warrants.
Each Warrant is exercisable for one common share of the Company at any time during the 3 years ending March 7, 2014 at an exercise price of $0.25. The Series B Debentures and the Warrants are subject to a hold period expiring on July 8, 2014.
There may be a further closing of Series B Debentures and Warrants in exchange for Old Debentures, on the terms set out above. That closing will depend on whether additional holders of Old Debentures agree to exchange their Old Debentures. The further closing could result in the issuance of up to approximately $2.5 million of Series B Debentures and approximately 3.1 million Warrants in exchange for approximately $3.0 million of Old Debentures (including accrued but unpaid interest). Any additional closing is subject to stock exchange approval and the closing date is uncertain but could be prior to the end of March, 2014.
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 Mint Corporation. The following statement is only intended to inform investors on certain of the many risks associated with investing in The Mint Corporation (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.
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or Mint's future performance and include the possible further closing of Series B Debentures and Warrants in exchange for Old Debentures. 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, the Company would be unable to complete any additional closing of Series B Debentures and Warrants in exchange for Old Debentures if the Company does not receive stock exchange approval or if the Company receives no additional subscriptions. 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.
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