The Mint Corporation

The Mint Corporation

January 03, 2014 10:53 ET

Mint Closes Private Placement

TORONTO, ONTARIO--(Marketwired - Jan. 3, 2014) -


The Mint Corporation (TSX VENTURE:MIT) ("Mint" or the "Company") is pleased to announce that it has completed the private placement of 15,021 subscription receipts (the "Subscription Receipts") for $1,000 each (the "Closing"). This Closing is the first tranche of the private placement of Subscription Receipts (the "Offering") announced on November 11, 2013. Each Subscription Receipt will automatically convert (the "Conversion") into a $1,000 secured debenture of the Company (a "Series A Debenture") upon the satisfaction of the Escrow Release Conditions (defined below) for no additional consideration and without any further action by the holder.

Portfolio Strategies Securities Inc. (the "Agent") acted as agent for the Offering.

Under the Offering, subscribers may pay for Subscription Receipts in cash or by transferring previously issued debentures of Mint (the "Old Debentures"), provided that at least 50% of the price paid by a subscriber must be paid in cash. The Subscription Receipts issued at the Closing were issued for cash. Any Old Debentures tendered for Subscription Receipts in any future closings will also be held in escrow by the Subscription Receipt Agent. The gross proceeds from the sale of Subscription Receipts (the "Escrowed Proceeds") will be held in escrow by Computershare Trust Company of Canada, as trustee (the "Subscription Receipt Agent").

The Closing was originally conditional, among other things, upon Old Debentures representing at least 94% of the principal amount of the Old Debentures (the "Threshold Percentage") and other secured debt of Mint being delivered in payment for Subscription Receipts or being subordinate to the security in favour of the Series A Debentures outstanding from time to time. The subscribers in the Closing agreed to reduce the Threshold Percentage to 90%. (The actual percentage was approximately 91%.)

The Escrowed Proceeds will be released on the earlier of:

a) the date the Escrow Release Conditions (defined below) are satisfied or waived, in which case, (i) interest earned on the Escrow Proceeds will be paid to the subscribers pro rata with the amount of their cash investment, (ii) the Agent's commission and any reasonable costs and expenses of the Agent payable by the Company will be paid to the Agent from the Escrow Proceeds, and (iii) the balance of the Escrow Proceeds will be paid to the Company or as it directs, or
b) May 10, 2014 or such other date as may be agreed to by the Company and the Agent (the "Escrow Release Deadline"), in which case, if the Escrow Release Conditions have not been satisfied or waived the Escrow Proceeds plus interest earned on the Escrowed Proceeds will be released from escrow to the Agent for payment to the subscribers in the Offering.

The Escrowed Proceeds will be released to the Company (subject to the entitlement of the subscribers and the Agent as described above) if certain conditions are met (the "Escrow Release Conditions") on or before the Escrow Release Deadline, including:

(a) Conditional approval from the Canadian National Stock Exchange ("CNSX") of the listing on the CNSX of the Series A Debentures issuable upon conversion of the Subscription Receipts;
(b) The completion or satisfaction of all conditions precedent as set out in the agency agreement (the "Agency Agreement") entered into between the Company and the Agent in respect of the Offering and the subscription agreements (the "Subscription Agreements") for the Offering, to the satisfaction of the Agent;
(c) The receipt of all required shareholder and regulatory approvals (including the conditional approval, if required, of the TSX Venture Exchange and the CNSX) for the Offering and the listing of the Series A Debentures issuable upon conversion of the Subscription Receipts;
(d) The receipt of any third party consents necessary to consummate the Offering and the unit offering described in the November 11, 2013 press release (the "Unit Offering");
(e) There shall have been no material adverse change in the financial condition, business or operations of the Company, and its subsidiaries or affiliates, taken as a whole;
(f) The Agent shall have received a certificate from certain officers of the Company and Mint Middle East LLC satisfactory to the Agent certifying that (A) certain representations and warranties of the Company are true and correct in all material respects as of the Escrow Release Date; and (B) neither the Company nor any of its subsidiaries is in breach or material default of certain covenants or obligations, except as waived by the Agent;
(g) The Company and the Agent have agreed upon a use of proceeds for the capital from the Subscription Receipt Offering;
(h) The Agent being satisfied, in its sole discretion, with its due diligence investigations in respect of the Company and its subsidiaries and the Agent having delivered a notice to the Subscription Receipt Agent confirming that all Escrow Release Conditions have been satisfied or waived on terms satisfactory to the Agent;
(i) Debt secured against the assets of the Corporation (including Old Debentures) representing at least 90% of the principal amount of that secured debt shall have been delivered under subscriptions in exchange for Subscription Receipts or in exchange for units under the Unit Offering or the holders thereof shall have subordinated their security in favour of the Debentures outstanding from time to time, unless otherwise agreed to by Subscription Receiptholders investing a majority of the cash for the purchase of Subscription Receipts;
(j) The Company has entered into a debenture trust indenture with Computershare Trust Company of Canada, as trustee (or such other trustee as may be approved by the Agent) under which the Series A Debentures are created and issued; and
(k) Certain security arrangements shall been put into place with respect to the Series A Debentures, satisfactory to the Agent, including a security interest in the assets of the Corporation subject only to prior ranking security interests in the amount of approximately $2.9 million, and Mint Middle East LLC shall have granted a first priority security interest in its assets as security for the Series A Debentures; and
(l) Such other conditions precedent as the Agent deems reasonable.

The Series A Debentures will have a term expiring 5 years after Conversion, may be prepaid at any time on a quarterly interest payment date following the third anniversary of Conversion and shall bear an interest rate of 10% per annum. Interest on the Series A Debentures for the period from Conversion until the first anniversary of Conversion will be added to the principal amount of the Series A Debentures. After the first anniversary of Conversion, interest will be paid in cash, quarterly in arrears. The Company may, at the time of any quarterly interest payment which occurs on or after the third anniversary of Conversion prepay all or any portion of the principal outstanding on the Series A Debentures. The term of the Series A Debentures may be extended for another 2 years at the option of the Company, provided that interest will be at the rate of 12% per annum during years 6 and 7.

The Agent will receive a cash commission equal to 5% of the gross cash proceeds received by the Company from the sale of Subscription Receipts. As additional consideration, the Agent will receive that number of broker warrants (the "Broker Warrants") which is equal to 10% of the total cash subscription proceeds for the Subscription Receipts raised pursuant to the Offering, each Broker Warrant entitling the Agent to purchase one common share of the Company for $0.15 per share. The Broker Warrants will be exercisable for a four year period from Conversion. For certainty, no cash commission will be paid or Broker Warrants issued with respect to Old Debentures which are transferred in payment for Subscription Receipts. At Closing, the Agent received Broker Warrants to purchase 1,502,100 common shares of the Company. The Broker Warrants are not exercisable unless the Escrow Proceeds are released to the Company.

The securities issued at the Closing (and issuable therefore) are subject to a hold period which expires on May 1, 2014.

The issuance of securities under the Offering is a related party transaction under Multilateral Instrument 61-101 ("MI 61-101") because insiders of the Company subscribed for 1,501 Subscription Receipts. The Company is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101. A material change report in respect of the Offering will be filed on SEDAR in accordance with applicable securities law. A report could not be filed at least 21 days prior to closing as material information concerning the Offering, including insider participation, was not then known by the Company.

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. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to a "U.S. Persons" as such term is defined in Regulation S under the U.S. Securities Act unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available.


Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or our future performance. Forward-looking statements include the issuance of additional securities up to the maximum amount of the private placement and the satisfaction of the Escrow Release 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, including the risk that the risk that the Company may not complete the full amount of the private placement or satisfy the Escrow Release Conditions. 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.


Investors are encouraged to read the most recent 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.


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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