Toronto, Ontario–(Newsfile Corp. – September 8, 2021) – The Mint Corporation (TSXV: MIT) (“Mint” or the “Company“) is pleased to announce that further to its press release dated May 6, 2021, it has entered into a debt settlement agreement with Mobile Telecommunications Group LLC (“MTG“), Global Business Services for Multimedia (“GBS” and together with MTG, the “Creditors“), Mint Middle East LLC (“MME“), and Mint Gateway for Electronic Payment Services (“MGEPS“), dated August 31, 2021 (the “Debt Settlement Agreement“).
Terms of Debt Settlement
Pursuant to the Debt Settlement Agreement, the Company will settle the following debts which are currently outstanding (the “Debt Settlement“):
- Approximately C$20,000,000 in aggregate principal of outstanding series A debentures (plus all accrued and unpaid interest) held by the Creditors;
- Aggregate debt of approximately C$7,000,000 in principal (plus all accrued and unpaid interest) comprised of:
- Convertible subordinate secured debentures and an unsecured promissory note; and
- Certain loans payable to the Creditors.
In total, the Company anticipates that it will settle an aggregate of approximately C$30,000,000 of debt burden upon closing of the Debt Settlement through a one-time cash payment or through a payment in kind of certain assets received from MME or MGEPS, or a combination of the foregoing, in the amount of US$10,000,000 to the Creditors pursuant to the terms and conditions of the Debt Settlement Agreement.
In addition, pursuant to the terms of the Debt Settlement Agreement, and in consideration for the Debt Settlement, MME and MGEPS will settle the following debts owing to the Company and Creditors:
- Approximately C$42,000,000 owing to the Company (such amount has been written-off in the financial statements of the Company) that was previously provided to MME and MGEPS in the form of non-interest bearing inter-company transfers since its initial acquisition by the Company to be settled by a payment of US$11,000,000 to the Company and
- Approximately C$6,500,000 of principal and any accrued interest therein owing to MTG by MGEPS will be cancelled.
As a result, MME and MGEPS will make a one-time cash payment of US$11,000,000 to the Company, and the balance of these funds that are not used in connection with the Debt Settlement, will be used for working capital purposes of the Company.
The completion of the Debt settlement is subject to the satisfaction of certain conditions of the Debt Settlement Agreement, including but not limited to, approval of the Debt Settlement by the TSX Venture Exchange (the “TSXV“), the Debt Settlement receiving Minority Shareholder Approval (as defined below), and any other regulatory and third party approvals as may be required in the United Arab Emirates. The anticipated closing date of the Debt Settlement on or before December 31, 2021, or such other date as agreed to by the parties. There is no assurance that the Debt Settlement will be completed.
Vishy Karamadam, Chief Executive Officer of the Company, commented on the Debt Settlement Agreement: “Executing the Debt Settlement Agreement on attractive terms for the Company’s minority shareholders is a win and significant milestone for the Company. I urge the shareholders to approve the Debt Settlement in the upcoming shareholders meeting. Fintech companies are well received in the public markets, and an equity funded balance sheet significantly helps such companies achieve its goals. Unfortunately, the Company has historically been funded with debt that held the Company back from realizing its full potential, and this is an opportunity to clean up the balance sheet and position the Company to execute on its business plan.”
MI 61-101 Special Transaction
MTG is a wholly-owned subsidiary of GBS, which is a “control person” of the Company. Accordingly the Debt Settlement is a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions (“MI 61-101“). The Company will rely on the exemption from the valuation requirement pursuant to subsection 5.5(g) of MI 61-101 (financial hardship). The Company’s decision to rely on the financial hardship exemption was made upon the recommendation of the independent directors of the Company, all of who are unrelated to the parties involved in the Debt Settlement, with respect to the merits of the Debt Settlement and the resulting approval of the entering into of the Debt Settlement Agreement by the board of directors of the Company. Pursuant to MI 61-101, the Company will seek approval of the majority of minority shareholders (“Minority Shareholder Approval“) of the Company with respect to the Debt Settlement at its upcoming annual general and special meeting of shareholders to be held on September 30, 2021 (the “Meeting“).
A copy of the form of Debt Settlement Agreement was attached to the management information circular of the Company dated August 31, 2021 with respect to the Meeting, and will be available on the Company’s SEDAR profile at www.sedar.com.
The Mint Corporation through its majority-owned subsidiaries (the “Mint Group“), is a globally certified payments company headquartered in Toronto, Canada with its primary business in Dubai, United Arab Emirates. The Mint Group provides employers, employees and merchants with best-in-class financial services supported via payroll cards and the feature rich and linked Mint mobile application. Through its mobile enabled payments platform certified globally by MasterCard and UnionPay, Mint brings modern financial conveniences, at reasonable cost, to employers, merchants and consumers.
Certain statements in this news release constitute “forward-looking” statements. These statements relate to future events or future performance and, in certain cases, can be identified by the use of words such as “estimated” “intends”, “plans”, “expects”, “anticipates”, or variations of such words and phrases as statements that certain actions, events or results “may”, “can”, will”, “might”, “shall”, “would” occur, or the negative forms of any of these words and other similar expressions. Forward-looking statements include the completion of the Debt Settlement pursuant to the terms of the Debt Settlement Agreement, the receipt of a cash payment in the amount of US$11,000,000, the approval of the TSXV, receipt of Minority Shareholder Approval, the fulfillment of the conditions of the Debt Settlement Agreement, the use of the remaining funds for working capital purposes, the reception of financial technology companies by the market, the anticipated execution of the Company’s business plan once the Debt Settlement is completed, and the anticipated closing date of the Debt Settlement.
All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to vary from those expressed or implied by such forward-looking statements. Forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. 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. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including but not limited to: failure of the parties to fulfill the conditions of the Debt Settlement Agreement, business or economic risks which may cause additional financial difficulties for the parties of the Debt Settlement Agreement, the inability for the Company to receive the necessary shareholder, regulatory, or third-party approvals, and general market risks and fluctuations. 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. These forward-looking statements are subject to certain risks and uncertainties and other risks detailed from time-to-time in Mint’s ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com. These forward-looking statements are made as of the date of this news release and Mint disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.
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
The Mint Corporation
Vishy Karamadam, Chief Executive Officer
NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS WIRE
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