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Toronto, Ontario--(Newsfile Corp. - September 24, 2021) - The Mint Corporation (TSXV: MIT) ("Mint" or the "Company") announces that further to its press release dated September 7, 2021 and its management information circular dated August 31, 2021 (the "Circular") it wishes to provide additional information pursuant to Multilateral Instrument 61-101 - Protection of Minority Holders in Special Transactions ("MI 61-101"), relating to the timeline, background, and summary of the negotiation process of the previously announced proposed debt settlement (the "Debt Settlement") and debt settlement agreement (the "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").
To provide the shareholders of the Company ("Shareholders") additional time to consider and to vote upon the Debt Settlement, the Company will now hold its annual general and special shareholder meeting on October 7, 2021 at 10:00 a.m. (Toronto time) (the "Meeting") (previously scheduled for, September 30, 2021 at 10:00 a.m. (Toronto time)). As such, the proxy cut-off time for the Meeting will now be October 5, 2021 at 10:00 a.m. (Toronto time). The Meeting will still be held at the Company's office located at 33 Bay Street, Suite 1700, Toronto, Ontario, but to mitigate the risk and spread of the COVID-19 virus, Shareholders are strongly encouraged to attend the Meeting virtually through dialing 1-855-473-1059, Participant Code: 0091269#. A new management information circular will not be mailed out to Shareholders in connection with the new date of the Meeting. A copy of the Circular was mailed out to Shareholders on September 2, 2021 and can be found on the Company's SEDAR profile at www.sedar.com or on the Company's website at www.themintcorp.com.
Timeline and Background of Debt Settlement
In June 2020, the board of directors of the Company (the "Board") began discussing the urgency for the Company to clean-up its balance sheet, and in particular the Company's debt owing to the Creditors in the amount of approximately CA$20,000,000 (the "Debt"), which was secured against all assets of the Company and coming due on December 2021. In addition, there was approximately CA$2,000,000 in an interest payment due to the Creditors annually.
On June 24, 2020, Vishy Karamadam, Chief Executive Officer and Director of the Company, initiated discussions with regards to restructuring of the Debt with the Creditors based off the Company's anticipated difficulties to meet the repayment obligations.
Over the next few months, Mr. Karamdam and the Creditors held various discussions regarding the benefits of restructuring the Debt, which eventually led to the Company proposing a settlement of the Debt through a payment of C$10,000,000 - which was rejected by the Creditors. Throughout the discussion, Mr. Karamdam kept independent member of the Board, Vikas Ranjan abreast of the progress in the talks with the Creditors; and kept the rest of the Board members periodically updated on the progress - with the exception of Firas Al Fraih, as he is a director of GBS, and as such, the Company implemented a Chinese wall with respect to Mr. Al Fraih's involvement and he was not involved in any discussions or updates with respect to the talks from the Company's side.
On December 15, 2020, the Creditors and the Company informally agreed on a framework for a settlement of the Debt being in the amount of US$10,000,000. In connection with this framework, the Company would receive from its United Arab of Emirates' entities (the "UAE Entities") a payment of US$11,000,000 (the "UAE Payment") to settle a previous inter-company debt (the "Inter-Company Debt") owed by the UAE Entities to the Company in the amount of C$40,000,000, an amount which was previously written-off by the Company. The Inter-Company Debt was initially provided through various advances to the UAE Entities beginning approximately 12 years ago to fund the working capital requirements of the UAE Entities' business. However, such advances were written off in connection with audit requirements of the Company over the years, as further disclosed in the notes of the Company's financial statements available on the Company's SEDAR profile. The Company had previously discussed the settlement of the Inter-Company Debt with the UAE Entities, but such discussions were never able to materialize into any proposals due to numerous parties holding the Debt and the Inter-Company Debt.
Based off a draft letter of intent ("Letter of Intent") sent by the Company to the Creditors on April 4, 2021, which captured the agreed upon figure of the settlement reached around December 15, 2020, the independent members of the Board supported the proposed terms of the Debt Settlement, and the parties formally entered into the Letter of Intent on May 5, 2021.
On July 9, 2021, based off the terms of the Letter of Intent, an initial draft of the Agreement was sent from the Company to the Creditors; the draft of the Agreement was largely based off the terms agreed to in the Letter of Intent. Nonetheless, one change in the terms between the Letter of Intent and the Agreement was the Company could settle the debt through a combination of consideration payable through a cash payment or assets-in-kind (rather than just a cash payment as stipulated in the Letter of Intent). This change was proposed by the Company to allow the Company to account for the type of consideration paid to it pursuant to the UAE Payment and to permit the Company to ensure suitable working capital flexibility to move forward upon completion of the Debt Settlement.
On September 2, 2021, the Agreement was reviewed and approved by the independent members of the Board. Mr. Al Fraih was excluded from Board discussions with respect to the approval of the Debt Settlement.
General Information About Payment Terms
With respect to the form of payment to be paid by the Company to the Creditors pursuant to the Debt Settlement Agreement (i.e., whether it will be a cash payment, assets-in-kind, or a combination of both thereof), the Company will make that decision based off its analysis of its working capital requirements for funding for the future growth of the business of the Company and will determine the apportionment based off both this framework and the type of consideration received from the UAE Payment. As of the date of this release, the Company has not determined the breakdown of the consideration that will be paid to the Creditors.
Any such assets to be paid in connection with the Debt Settlement may include real property located in the United Arab Emirates which may be received as part of the UAE Payment and will be subject to a valuation by an arm's-length third-party appraisal firm agreed to by the respective parties in advance prior to being used as payment.
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"). 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 the Meeting.
A copy of the form of Debt Settlement Agreement was attached to the Circular.
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, receipt of Minority Shareholder Approval pursuant to MI 61-101, and the use of the remaining funds for working capital purposes.
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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