The Mint Corporation
TSX VENTURE : MIT

The Mint Corporation

January 04, 2016 09:49 ET

Mint Proposes Amendments to its Series A Debentures

TORONTO, ONTARIO--(Marketwired - Jan. 4, 2016) -

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") announces that it intends to seek approval from the holders of its Series A debentures (the "Debentures") to amendments to those Debentures. The amendments are intended to better align the Company's debt service obligations with the Company's business plan.

Mint proposes the following amendments, effective January 8, 2016 (the "Amendment Effective Date"), subject to the approval of the holders of Debentures:

  1. The Debentures have a par value of $1,103.81 each (being the original issue price of $1000 per Debenture plus the first year's interest on each Debenture which was capitalized). The Company intends to issue Debentures (the "Capitalized Interest Debentures") to the Debenture holders representing the capitalized interest, thereby reducing the principal amount represented by each Debenture to $1000.

  2. The term of the Debentures will be extended to become due and payable on December 15, 2019 (the "Maturity Date"). (The Debentures currently mature on May 16, 2019.) The Company will cease to have the right to extend the term of the Debentures to May 16, 2021.

  3. Interest on the Debentures will be calculated from the most recent interest payment date of November 16, 2015 up to the Amendment Effective Date, at the rate of 10% currently in effect for the Debentures. After the Amendment Effective Date until the Maturity Date:

    1. interest will be calculated at the rate of (A) 3% per annum during the 1st year following the Amendment Effective Date, and (B) 5% per annum during the 2nd, 3rd and 4th years following the Amendment Effective Date; and

    2. interest shall be paid quarterly on each March 31, June 30, September 30 and December 31 occurring on or before the Maturity Date, with a final payment of interest to be made on the Maturity Date.

  4. The Company may redeem some or all of the Debentures on any interest payment date and upon not less than 30 days prior written notice to the holders of the Debentures being redeemed. At the time of redemption, the Company will pay a bonus equal to the difference between (i) the amount of interest paid on the Debentures being redeemed up to and including the redemption date, and (ii) the interest which would have been paid on the Debentures being redeemed if the interest thereon had been 4.5% throughout the period from the Amendment Effective Date up to the redemption date.

  5. The Company will pay the holders of Debentures a restructuring fee of $87.70 per $1000 Debenture. The restructuring fee will be paid by issuing new Debentures valued at $1000 each. The restructuring fee has been calculated as an amount sufficient to ensure that the rate of return on the Debentures, over the period from the date of original issuance to May 16, 2017 is similar both before and after this restructuring.

  6. The Company will issue a press release declaring the number of payment cards (the "Payment Cards") which are under contract with Mint Middle East LLC and Mint Gateway for Electronic Payment Services LLC as of December 31, 2016, December 31, 2017 and December 31, 2018. That press release will be issued within 30 days following each of those dates. The Company has set a target number of Payment Cards equal to 400,000 on December 31, 2016, 500,000 on December 31, 2017, and 600,000 on December 31, 2018. If the Company fails to meet the performance target for any of those dates, the Company shall pay a cash fee to each Debenture Holder which is equal to 2.5% of the Debenture principal amount held by that Debenture holder on the following March 31.

Portfolio Strategies Securities Inc. (the "Agent") has agreed to assist the Company in connection with this restructuring. The Agent will receive a work fee of $25,000 for facilitating the amendments to the Debentures.

The amendments to the Debentures will not become effective until they have been approved by the holders of more than 50% of the principal amount of the Debentures, either at a meeting or in writing. Mint is seeking approval in writing from the Debenture holders. There is no assurance that the holders of Debentures will approve the amendments.

The Amendment Effective Date is the record date for purposes of determining holders of Debentures entitled to receive Capitalized Interest Debentures and the restructuring fee. Mint will repurchase any fractional debentures received by a Debenture holder as either a Capitalized Interest Debenture or as the restructuring fee.

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. It is exposed to significant political, legal and regulatory risks associated with operating in this emerging and volatile market. The key management personnel and operations of the Company are based in countries which do not have strong and reliable judicial enforcement. This results 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 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 investing 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

This press release contains forward-looking statements. More particularly, this press release contains statements that the amendments are intended to better align the Company's debt service obligations with the Company's business plan and that Mint is seeking the approval of the holders of Debentures to the amendments set out above. 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. In addition to other risks, there is no assurance that Mint's business plan results will be as expected or that the holders of Debentures will approve the amendments described above. 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.

About The Mint Corporation

Established in 2004, Mint is a vertically integrated prepaid card and payroll services provider with its own processing platform, ATM network and proprietary branded card products delivered to workers in the United Arab Emirates. Mint operates as a payroll card and processing services provider in the UAE through its ownership in Mint Middle East LLC and Mint Gateway for Electronic Payment Services LLC.

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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