The Mint Corporation

The Mint Corporation

June 24, 2015 09:12 ET

Mint Closes Private Placement

TORONTO, ONTARIO--(Marketwired - June 24, 2015) -


The Mint Corporation (TSX VENTURE: MIT) ("MIT" or the "Company") announces that it has raised $11,500,000 through (a) the private placement sale of $10,000,000 of Series C Debentures (the "Debentures") at par on a brokered private placement basis, (b) the sale of 20,000,000 units (the "Units") at $0.05 per units on a non-brokered private placement basis to raise $1,000,000, and (c) a three year loan of $500,000. The securities issued today are subject to a hold period expiring on October 24, 2015.


The Debenture offering was described in the Company's news release of May 29, 2015. Interest on the Debentures will be 5.5% per annum, payable quarterly in arrears. The Debentures will mature on June 23, 2018. The Debentures are secured against the assets of the Company. Mint has agreed to hold the proceeds of the Debenture issue in escrow pending the registration of security against the assets of Mint Capital LLC (its wholly owned United Arab Emirate subsidiary), including the 49% interest of that company in Mint Gateway for Electronic Payment Services LLC ("Mint Gateway"). Mint Gateway is implementing a payment processing platform in the UAE and the proceeds of the Debenture offering will be used in part to fund that implementation.

Portfolio Strategies Securities Inc. (the "Agent") acted as agent for the Debenture offering. The Agent received a $300,000 cash commission, 500,000 broker warrants and a $25,000 work fee. Each broker warrant is exercisable for on common share at a price of $0.05 during the period ending October 23, 2018.


The Units were described in the Company's news release of May 29, 2015. The Units consisted of one common share of Mint and one-half of one common shares purchase warrant. Each warrant is exercisable for one common share at an exercise price of $0.05 during the period ending December 23, 2016. All of the Units were issued to Gravitas Financial Inc. ("Gravitas").


Mint has borrowed $500,000 from Gravitas. The loan matures on October 23, 2018 and bears interest at 4.5% per annum. The loan is to be secured against the assets of Mint, subordinated to all existing security interests.

Gravitas has committed to an unsecured three year loan of a further $2,500,000 at 4.5% per annum to Mint Gateway for Electronic Payment Services LLC, to complete the implementation of the Mint Gateway payment processing system. That further loan or a portion of that loan may be subject to shareholder approval, if required.

Prior to the completion of the transactions described in this news release, Gravitas owned approximately 50% of the outstanding common shares of Mint, with rights to increase its ownership of common shares to approximately 60%. The issuance of Units to Gravitas and the loan from Gravitas were related party transactions for purposes of Multilateral Instrument 61-101 ("MI 61-101"). Those investments are exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101, as described in more detail in the material change report to be filed in connection with this private placement. Having regard to these exemptions and the Company's desire to close the private placement as soon as possible, the Company believes that it is reasonable to close the private placement less than 21 days after the date of this news release.

Forward Looking Statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning (a) the release of the Debenture proceeds upon registration of the security for those Debentures against the assets of Mint Capital LLC, and (b) the proposed loan of $2,500,000 by Gravitas to Mint Capital LLC. The forward-looking statements are based on certain expectations and assumptions made by Mint. Although Mint believes that those expectations and assumptions are reasonable, undue reliance should not be placed on the forward-looking statements because Mint can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those anticipated due to a number of factors and risks. The release of the Debenture proceeds could be delayed or Mint could be required to repay the Debenture proceeds if it is unable to arrange for registration of security against the assets of Mint Capital LLC on a timely basis. A portion of further loan of $2,500,000 by Gravitas to Mint Gateway for Electronic Payment Services LLC may not be made if any required shareholder approval is not obtained. The forward-looking statements contained in this press release are made as of the date hereof. 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 laws.

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.

About The Mint Corporation

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 its subsidiary, Mint Middle East LLC, payroll card services provider in UAE.

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.

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