Rights Offering Circular
PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 4:00 P.M. (TORONTO TIME) ON JUNE 29, 2016.
This rights offering circular is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this circular. Any representation to the contrary is an offence.
This is the circular we referred to in the May 30, 2016 rights offering notice, which you should have already received. Your rights certificate and relevant forms were enclosed with the right offering notice. This circular should be read in conjunction with the rights offering notice and our continuous disclosure prior to making an investment decision.
The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. This rights offering circular does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States, and the securities offered herein may not be offered or sold in or into the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to an exemption from such registration requirements as described herein. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
Rights Offering Circular
May 30, 2016
THE MINT CORPORATION
We currently have sufficient working capital to last 3 months. We require 100% of the offering to last 12 months.
OFFERING OF RIGHTS TO SUBSCRIBE FOR COMMON SHARES AT A PURCHASE PRICE OF $0.05 PER COMMON SHARE
References in this circular to “we”, “our”, “us” and similar terms are references to The Mint Corporation (the “Company”). References in this circular to “you”, “your” and similar terms are references to holders of the Company’s common shares (the “Common Shares”). Unless otherwise indicated, references herein to “$” or “dollars” are to Canadian dollars.
SUMMARY OF THE RIGHTS OFFERING
| Why are you reading this circular? | We are issuing an aggregate of 73,642,790 rights to subscribe for an aggregate of 73,642,790 Common Shares on the terms described in this circular (the “Offering”). The purpose of this circular is to provide you with details about the Offering. This circular should be read in conjunction with the rights offering notice which you should have already received by mail. |
| What is being offered? | Each holder of Common Shares as at 5:00 p.m. (Toronto time) on June 3, 2016 (the “Record Date”) who is resident in a province or territory of Canada (the “Eligible Jurisdictions”) will receive one right for each one Common Share registered in the name of that holder.
The rights are offered only to shareholders resident in Eligible Jurisdictions (the “Eligible Holders”). Shareholders will be presumed to be resident in the place shown on their registered address, unless the contrary is shown to our satisfaction. Neither the rights offering notice not this circular is to be construed as an offering of the rights, nor arenot this circular is to be construed as an offering of the rights, nor arethe Common Shares issuable upon exercise of the rights offered for sale, in any jurisdiction outside of Eligibl Jurisdictions or to shareholders who are residents of any jurisdiction Jurisdictions (the “Ineligible Holders ”). other than the Eligible |
| What does one right entitle you to receive? | Each right entitles you to subscribe for one (1) Common Share ( the “Basic Subscription Privilege ”). | |
| You will also be entitled to subscribe pro rata for Common Shares ( the “Additional Common Shares”) not otherwise purchased under the Basic Subscription Privilege (the “Additional Subscription Privilege ”). | ||
| What is the subscription price? | A holder of one (1) right must pay $0.05 (the “Subscription Price”) to exercise the right and purchase one (1) Common Share. On May 25 , 2016, being the last trading date prior to the announcement of the Offering, the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) was $0.09. | |
| When does the offer expire? | The Offering expires at 4:00 p.m. (Toronto time) on June 29, 2016 ( the “Expiry Time ”). | |
| What are the significant attributes of the rights issued under the rights offering and the securities to be issued upon the exercise of the rights? | Each right entitles you to subscribe for one (1) Common Share at the Subscription Price.
As of the date of this circular, 73,642,790 Common Shares are issued and outstanding. Holders of Common Shares are entitled to dividends if, as and when declared by our directors, to one vote per share at meetings of our shareholders and, upon liquidation, to receive such assets of the Company as are distributable to the holders of the Common Shares. A right does not entitle the holder to any rights whatsoever as a security holder of the Company other than the right to subscribe for and purchase Common Shares on the terms and conditions described herein. |
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| What are the minimum and maximum number or amount of Common Shares that may be issued under the rights offering? | A maximum of 73,642,790 Common Shares may be issued under the Offering.
There is no minimum number of Common Shares that may be issued under the Offering. |
|
| Where will the rights and the securities issuable upon the exercise of the rights be listed for trading? | There is no market through which these rights may be sold.
The Common Shares are listed for trading on the TSXV under the trading symbol “MIT”. |
|
USE OF AVAILABLE FUNDS
What will our available funds be upon closing of the rights offering?
| Assuming
15% of Offering |
Assuming
50% of Offering |
Assuming
75% of Offering |
Assuming
100% of Offering |
||
| A | Amount to be raised by this offering | $552,321 | $1,841,070 | $2,761,605 | $3,682,140 |
| B | Selling commissions and fees | Nil | Nil | Nil | Nil |
| C | Estimated offering costs (e.g., legal, accounting, audit) | $40,000 | $45,000 | $50,000 | $55,000 |
| D | Available funds: D = A – (B+C) | $512,321 | 1,796,070 | $2,711,605 | $3,627,140 |
| E | Additional sources of funding required | $490,000 | $490,000 | $490,000 | $490,000 |
| F | Working capital deficiency | $0 | $0 | $0 | $0 |
| G | Total: G = (D + E) – F | $1,002,321 | $2,286,070 | $3,201,605 | $4,117,140 |
As of April 30, 2016, the Company had working capital of $490,000. These are the funds referred to in row E.
How will we use the available funds?
The available funds described in row G of the table above (the “Available Funds”) will be used for the purposes set out in the table below.
| Description of intended use of available funds listed in order of priority | Assuming
15% of offering |
Assuming
50% of offering |
Assuming
75% of offering |
Assuming 100% of offering |
| Salaries and director fees | $101,500 | $159,500 | $174,000 | $174,000 |
| Office administrative costs | $356,227 | $539,634 | $584,000 | $584,000 |
| Series A debentures – Interest payments | $366,642 | $1,107,985 | $1,690,853 | $1,690,853 |
| Series B debentures – Interest payments | $38,924 | $58,812 | $78,060 | $78,060 |
| Series C debentures – Interest payments | $139,028 | $420,139 | $557,639 | $557,639 |
| Series B debentures – Bonus Interest | $0 | $0 | $117,053 | $1,032,588 |
| Total | $1,002,321 | $2,286,070 | $3,201,605 | $4,117,140 |
We intend to spend the Available Funds as stated. We will reallocate funds only for sound business reasons.
While the Company has some discretion in the timing and amount of budgeted office and administrative costs, cost savings are not likely to be significant.
In order to meet budgeted office and administrative costs and to pay all of the interest (including bonus interest) coming due over the next 12 months on our outstanding Series A, Series B and Series C debentures (the “Debentures”), we must raise $4,273,700 (the “Required Funds”). The shortfall between the Required Funds and the amount available to us following the Offering would be $156,593 if 100% of the Offering is subscribed, $1,072,127 if 75% of the Offering is subscribed, $1,987,662 if 50% of the Offering is subscribed and $3,271,411 if 15% of the Offering is subscribed.
We believe that if the Company is unable to raise the Required Funds, we will have to defer the Series B debentures bonus interest payable in March 2017, followed by deferrals of the regular interest payments on the Debentures as they come due once our funds are depleted. Our obligations under the Debentures are secured against our assets and the assets of our subsidiaries. If we default on our payments of interest under the Debentures, the Debenture holders will be entitled to call due the Debentures and to enforce their security against those assets.
We operate through subsidiaries in the United Arab Emirates (“UAE”). We are in the process of implementing our business plan in the UAE and we have not yet generated operating profits. We have assumed that any cash from the operations of our subsidiaries will not be available for purposes of the Required Funds over the next 12 months.
We must secure additional financing in order to fund our business plan and to pay our obligations as they come due. We are working on a funding plan and we are having discussions concerning the implementation of the funding plan. The outcome of these discussions and the funding plan cannot be predicted at this time and there are no assurances that these initiatives will be successful or sufficient.
The Company also intends to commence discussions with the holders of its Debentures to determine the available courses of action to conserve cash requirements. The outcome of these discussions cannot be predicted at this time and there are no assurances that these initiatives will be successful or sufficient.
These circumstances lead to significant doubt as to the ability of the Company to continue as a going concern.
How long will the available funds last?
Gravitas Financial Inc. (“Gravitas”) owns 46,815,217 Common Shares of the Company and has advised the Company that it intends to exercise, in full, its rights under the Basic Subscription Privilege. This assures a minimum raise of $2,340,761 in the Offering or approximately 63.5% of the Offering.
We have $490,000 of working capital.
If 75% of the Offering is subscribed, we anticipate that the funds available to us will last for the next 8.5 months. If 100% of the Offering is subscribed, we anticipate that the funds available to us will last for the next 11 months.
These circumstances lead to significant doubt as to the ability of the Company to continue as a going concern.
INSIDER PARTICIPATION
Will insiders be participating?
Yes. As of the date hereof, Gravitas owns 46,815,217 Common Shares. Gravitas has advised the Company that it intends to participate in the Offering by exercising in full its rights under the Basic Subscription Privilege. Gravitas has not indicated whether it will exercise its Additional Subscription
Privilege.
Who are the holders of 10% or more of our Common Shares before and after the Offering?
To the knowledge of the directors and executive officers of the Company, as at the date hereof, no person or company beneficially owns, directly or indirectly, or controls or directs more than 10% of any class of voting securities of the Company, other than as set out below.
| Name | Holdings before the offering | Holdings after the offering |
| Gravitas Financial Inc. | 46,815,217 (63.6%) | 93,630,434 (63.6%)(1) |
(1) Assuming 100% of the Offering is subscribed under the Basic Subscription Privilege. If Gravitas is the only subscriber in the Offering, it would own 77.7% of the Common Shares after the
Offering.
DILUTION
If you do not exercise your rights, by how much will your security holdings be diluted?
Assuming issuance of the maximum number of Common Shares under the Offering, your shareholdings will be diluted by 14.16% if you do not exercise your rights.
STAND-BY COMMITMENT
There is no one who has agreed to acquire any of the Common Shares not subscribed for under the
Offering.
MANAGING DEALER AND SOLICITING DEALER
The Company has not engaged any person to organize and participate in the solicitation of the exercise of rights or to solicit the exercise of rights.
HOW TO EXERCISE THE RIGHTS
Subscriptions for Common Shares made in connection with this Offering will be irrevocable.
How does a security holder that is a registered holder participate in the rights offering?
If you are a registered holder of Common Shares in an Eligible Jurisdiction, a certificate (the “ Rights Certificate”) representing the total number of rights to which you are entitled as at the Record Date has been mailed to you with a copy of the Offering notice.
To exercise the rights represented by the Rights Certificate, you must complete and deliver the Rights Certificate, together with payment as described below, to Computershare Investor Services Inc. ( the “Depository”), located at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (the “ Subscription Office”). Rights not exercised at or prior to the Expiry Time will be void and of no value. The method of delivery is at the discretion and risk of the holder of the Rights Certificate and delivery to the Depository will only be effective when actually received by the Depository. Rights Certificates and payments received after the Expiry Time will not be accepted.
In order to exercise your rights you must:
- Complete and sign Form 1 on the Rights Certificate. The maximum number of rights that you may exercise under the Basic Subscription Privilege is shown in the box on the upper right corner of the face of the Rights Certificate. If you complete Form 1 so as to exercise some but not all of the rights evidenced by the Rights Certificate, you will be deemed to have waived the unexercised balance of such rights, unless you otherwise specifically advise the Depository at the time the Rights Certificate is surrendered to the Depository.
- Additional Subscription Privilege. Complete and sign Form 2 on the Rights Certificate only if you also wish to participate in the Additional Subscription Privilege.
- Enclose payment: Enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. To exercise the rights you must pay $0.05 per Common Share. In addition to the amount payable for any Common Shares you wish to purchase under the Basic Subscription Privilege, you must also pay the amount required for any Common Shares you subscribe for under the Additional Subscription Privilege.
- Delivery. Deliver or mail the completed Rights Certificate and payment in the enclosed return envelope addressed to the Depository so that it is received by the Subscription Office before the Expiry Time. If you are mailing your documents, registered mail is recommended. Please allow sufficient time to avoid late delivery.
The signature of the Rights Certificate holder must correspond in every particular with the name that appears on the face of the Rights Certificate.
Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Depository. We will determine all questions as to the validity, form, eligibility ( including time of receipt) and acceptance of any subscription in our sole discretion. Subscriptions are irrevocable. We reserve the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Common Shares pursuant thereto could be unlawful. We also reserve the right to waive any defect in respect of any particular subscription. Neither we nor the Depository is under any duty to give any notice of any defect or irregularity in any subscription, nor will we be liable for the failure to give any such notice.
How does a security holder that is not a registered holder participate in the rights offering?
You are a beneficial Eligible Holder if you are an Eligible Holder and you hold your Common Shares through a securities broker or dealer, bank or trust company or other participant (a “Participant”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”). The total number of rights to which all beneficial Eligible Holders as at the Record Date are entitled will be issued to CDS and will be deposited with CDS following the Record Date. We expect that each beneficial Eligible Holder will receive a confirmation of the number of rights issued to it from its Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding rights.
Neither we nor the Depository will have any liability for (i) the records maintained by CDS or Participants relating to the rights or the book-entry accounts maintained by them, (ii) maintaining, supervising or reviewing any records relating to such rights, or (iii) any advice or representations made or given by CDS or Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or
Participants.
If you are a beneficial Eligible Holder:
- To exercise your rights held through a Participant, you must instruct such Participant to exercise all or a specified number of such rights, and forward to such Participant the Subscription Price for each Common Share that you wish to subscribe for.
- You may subscribe for Additional Common Shares pursuant to the Additional Subscription Privilege by instructing such Participant to exercise the Additional Subscription Privilege in respect of the number of Additional Common Shares you wish to subscribe for and forwarding to such Participant the Subscription Price for such Additional Common Shares requested.
Any excess funds will be returned to the relevant Participant for the account of the beneficial holder, without interest or deduction.
Who is eligible to receive rights?
The rights are being offered to shareholders in each of the provinces and territories of Canada. Shareholders will be presumed to be resident in the place of their registered address, unless the contrary is shown to the satisfaction of the Company. This circular is not to be construed as an offering of the rights, nor are the Common Shares issuable upon exercise of the rights offered for sale, in any jurisdiction outside the Eligible Jurisdictions or to a shareholder who is a resident of any jurisdiction other than an
Eligible Jurisdiction.
Ineligible Holders may not acquire rights or the Common Shares issuable upon exercise of the rights. We will not issue or forward Rights Certificates to Ineligible Holders. Ineligible Holders will be presumed to be resident in the place of their registered address. Ineligible Holders will be sent a letter advising them that their Rights Certificates will be issued to and held on their behalf by the Depository.
A holder of rights not resident in an Eligible Jurisdiction holding on behalf of a person resident in an Eligible Jurisdiction may be able to exercise the rights provided the holder furnishes an investor letter, satisfactory to us, representing to us that the beneficial holder is resident in an Eligible Jurisdiction and satisfying us that such subscription is lawful and in compliance with all securities and other applicable laws (an “Approved Eligible Holder”). We recommend that any such investor letter be submitted no later than June 13, 2016. Participants receiving rights on behalf of beneficial Ineligible Holders are not permitted to exercise such rights.
The rights will not be listed on any stock exchange and no market is expected to develop for the rights. The Depository will not attempt to sell the rights of registered Ineligible Holders represented by Rights Certificates in the possession of the Depository.
What is the additional subscription privilege and how can you exercise this privilege?
Registered holders of rights
You may subscribe for Additional Common Shares that have not been subscribed and paid for pursuant to the Basic Subscription Privilege pursuant to the Additional Subscription Privilege.
If you wish to exercise the Additional Subscription Privilege, you must complete Form 2 on the Rights Certificate, specifying the number of Additional Common Shares desired. Send the purchase price for the Additional Common Shares under the Additional Subscription Privilege with your Rights Certificate to the
Depository. The purchase price is payable in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. These funds will be placed in a segregated account pending allocation of the Additional Common Shares, with any excess funds being returned by mail without interest or deduction.
If the aggregate number of Additional Common Shares subscribed for by those who exercise their Additional Subscription Privilege is less than the number of available Additional Common Shares, each such holder of rights will be allotted the number of Additional Common Shares subscribed for under the Additional Subscription Privilege.
If the aggregate number of Additional Common Shares subscribed for by those who exercise their Additional Subscription Privilege exceeds the number of available Additional Common Shares, each such holder of rights will be entitled to receive the number of Additional Common Shares equal to the lesser of:
- the number of Additional Common Shares subscribed for by the holder under the Additional
Subscription Privilege; and
- the product (disregarding fractions) obtained by multiplying the aggregate number of Additional Common Shares available through unexercised rights by a fraction, the numerator of which is the number of rights exercised by the holder under the Basic Subscription Privilege and the denominator of which is the aggregate number of rights exercised under the Basic Subscription Privilege by holders of rights who have subscribed for Additional Common Shares under the Additional Subscription Privilege.
As soon as practicable after the Expiry Time, the Depository will mail to each holder of rights who completed Form 2 on the Rights Certificate, a certificate for the Additional Common Shares which that holder has purchased and shall return to the holder any excess funds paid for the subscription of Additional Common Shares by such holder under the Additional Subscription Privilege, without interest or deduction.
Beneficial holders of rights
If you are a beneficial holder of rights through a Participant in CDS and you wish to exercise your Additional Subscription Privilege, you must deliver your payment and instructions to the Participant sufficiently in advance of the Expiry Time to allow the Participant to properly exercise the Additional Subscription Privilege on your behalf.
How does a rights holder sell or transfer rights?
Registered holders of rights
If you do not wish to exercise your rights, you may sell or transfer them directly or through your stockbroker or investment dealer at your expense, subject to any applicable resale restrictions. You may elect to exercise a part only of your rights and dispose of the remainder, or dispose of all your rights. Any commission or other fee payable in connection with the exercise or any trade of rights (other than the fee for services to be performed by the Depository as described herein) is the responsibility of the holder of such rights. Depending on the number of rights a holder may wish to sell, the commission payable in connection with a sale of rights could exceed the proceeds received from such sale.
If you wish to transfer your rights, complete Form 3 (the “Transfer Form”) on the Rights Certificate, have the signature guaranteed by an “eligible institution” to the satisfaction of the Depository and deliver the Rights Certificate to the transferee. For this purpose, eligible institution means a Canadian Schedule 1 chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP) . Members of these programs are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada.
It is not necessary for a transferee to obtain a new Rights Certificate to exercise the rights or the Additional Subscription Privilege, but the signature of the transferee on Forms 1 and 2 must correspond in every particular with the name of the transferee shown on the Transfer Form. If the Transfer Form is properly completed, the Company and the Depository will treat the transferee as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary. A Rights Certificate so
completed should be delivered to the appropriate person in ample time for the transferee to use it before the expiration of the rights.
Beneficial holders of rights
If you hold Common Shares through a Participant, you must arrange for the exercise, transfer or purchase of rights through that Participant.
When can you trade the Common Shares issuable upon the exercise of your rights?
The Common Shares issuable upon the exercise of your rights will be listed on the TSXV under the trading symbol “MIT” and will be available for trading following the Expiry Date.
Are there restrictions on the resale of securities?
Rights, and the Common Shares issuable upon exercise of such rights, distributed to shareholders in the Eligible Jurisdictions may be resold without hold period restrictions under the applicable securities laws of the Eligible Jurisdictions provided that: (i) the sale is not by a “control person” of the Company; (ii) no unusual effort is made to prepare the market or create a demand for the securities being resold; (iii) no extraordinary commission or consideration is paid to a person or company in respect of the resale; and (iv) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation.
The rights and the Common Shares issuable on exercise of the Rights have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. Accordingly, the rights and Common Shares issuable upon exercise thereof may not be offered, sold, pledged or transferred, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, absent an exemption from United States federal and state registration requirements. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
Each holder is urged to consult their professional advisor to determine the exact conditions and restrictions applicable to the right to trade in securities.
Will we issue fractional Common Shares upon exercise of the rights?
No. Where the exercise of rights would appear to entitle a holder of rights to receive a fractional Common Share, the holder’s entitlement will be reduced to the next lowest whole number of Common Shares.
APPOINTMENT OF DEPOSITORY
Who is the Depository?
Computershare Investor Services Inc. is the depository for the Offering. The Depository will receive subscriptions and payments from holders of rights.
ADDITIONAL INFORMATION
Where can you find more information about us?
You can access our continuous disclosure documents filed with Canadian securities regulators under our issuer profile at www.sedar.com .
MATERIAL FACTS AND MATERIAL CHANGES
There is no material fact or material change about the Company that has not been generally disclosed.
FORWARD-LOOKING STATEMENTS
This circular contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that we believe, expect or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forward-looking statements in this circular include, without limitation, statements with respect to: our expectations regarding the estimated costs of the Offering and the net proceeds to be available upon completion; the use of proceeds from the Offering and the availability of funds from sources other than the Offering; and the listing of the Common Shares on the TSXV and our ability to continue as a going concern.
The forward-looking statements are based on a number of key expectations and assumptions made by the Company’s management relating to the Company including, but not limited to: the completion of the Offering; the estimated costs of the Offering; the estimated amount of funds raised under the Offering; and the anticipated operating expenses of the Company for the 12 month period following the Expiry Date.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, uncertainties relating to: the number of rights exercised in the Offering; delays in obtaining or failure to obtain required approvals to complete the Offering; the uncertainty associated with estimating costs to completion of the Offering, including those yet to be incurred; uncertainty associated with estimating the operating costs of the Company; uncertainty relating to the Company’s ability to raise additional debt or equity financing; and other risks and uncertainties related to the Company’s business and the Offering, including those described in the Company’s public disclosure documents on SEDAR at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty.
