Mint Announces Intention to Make Offer to Series B Debentureholders
Toronto, Ontario – June 7, 2017 – The Mint Corporation (TSX VENTURE: MIT) (“Mint” or the “Company”) announces that it intends to make a offer to the holders of its Series B Debentures pursuant to which Mint will offer to acquire those debentures for cancellation on the terms set forth in this news release.
Background
On April 28, 2017, Mint announced that it had entered into a non-binding term sheet (the “Term Sheet”) with the holders (the “Senior Debentureholders”) of substantially all its Series A debentures and all of its Series C debentures. The Term Sheet provides for a restructuring of the debt owing to the Senior Debentureholders. At the same time, Mint announced a proposed restructuring of its Series B debentures.
Mint has three outstanding debenture series. The amount owing on the Series A debentures is $49,019,962 in principal plus accrued interest (of which, $48,979,520 in principal plus accrued interest is owed to the Senior Debentureholders). The amount owing on the Series B debentures is $3,452,000 in principal, plus accrued interest and bonus interest totalling $1,170,464 as of the maturity date of March 7, 2017. The amount owing on the Series C debentures is $10,000,000 in principal plus accrued interest.
Mint has previously announced its inability to make payments on the Series A, Series B and Series C debentures.
Series A and Series C Debt Restructuring
Under the Term Sheet, the debt under the Series A and Series C debentures owed to the Senior Debentureholders is to be reduced to $20 million of Series A debentures (the “Series A Debt”). The Senior Debentureholders will also receive (a) 17,300,000 common shares of Mint, (b) 11,700,000 common share purchase warrants of Mint, and (c) subscription receipts to acquire, for no additional consideration, 16,000,000 common shares of Mint. Each warrant will be exercisable after two years and on or before the maturity date of the Series A Debt for one common share of Mint at an exercise price of $0.10. The subscription receipts will automatically convert into 2,000,000 common shares of Mint, without payment of additional consideration, at the end of each of the first eight three-month periods following the restructuring of the Series A and Series C debentures (subject to adjustment if any of the Series A Debt is prepaid prior to that conversion date).
The Series A Debt is to mature on December 31, 2021 and bear interest at 10% per annum, commencing on the 2nd anniversary of the restructuring of the Series A and Series C debentures, and payable quarterly thereafter. If Mint does not have sufficient funds to pay cash interest when required, the shortfall will be paid by the issuance of common shares of Mint, priced at the greater of a 5% discount to the 10 day volume-weighted average price of Mint’s common shares and the minimum price permitted by the TSX Venture Exchange. The Series A Debt and any accrued interest will become due and payable in cash within 30 days following a change of control of Mint (other than through a treasury issuance).
Series B Debt Restructuring
The proposed restructuring of the Series B debentures that was announced on April 28, 2017 was on the following terms, which reflected substantially similar economic terms (pro rata) as the restructuring agreed under the Term Sheet with the Senior Debentureholders:
For every $1,000 of principal and interest (including bonus interest) owing to a holder on the maturity date of March 7, 2017, the holder would receive 750 common shares of Mint plus $340 principal amount of new secured Series B debentures (the “New Series B Debentures”). The New Series B Debentures were to have the terms described in Mint’s April 28, 2017 news release.
Since April 28, 2017, Mint has held discussions with several portfolio managers who hold Series B debentures for their clients. Through those discussions, it has become apparent to Mint, among other things, that some liquidity and cash are important factors to consider for the holders of the Series B debentures. Accordingly, and taking into account those discussions and input, and desiring to meet the requirements of the Series B debentureholders, while at the same time offering a restructuring proposal that is on substantially similar economic terms (pro rata) as the restructuring agreed with the Senior Debentureholders, Mint intends to make an offer for the Series B debentures which will have the following key terms:
For every $1,000 of principal and interest (including accrued bonus and regular interest) owing to a holder on the maturity date of March 7, 2017, the holder will receive, at the holder’s option, either (a) $150 in cash plus 2,500 common shares of the Company (the “Default Option”); or (b) 4,500 common shares of the Company. The common shares of the Company issued to holders of the Series B debentures will be subject to a hold period expiring four months and a day after the issuance of the common shares.
By way of example, if a holder held, as at the maturity date, $1,000 face amount of Series B debentures, that holder’s principal amount to be restructured would be $1,339.07, which includes bonus and regular interest accrued to the maturity date. Under the terms of the offer, upon cancellation of those Series B debentures, the holder would receive either (a) under the first option, $200.86 in cash plus 3,348 common shares of Mint, or (b) under the second option, 6,026 common shares of Mint.
Mint’s obligation to take up and pay for the Series B debentures will be conditional upon, among other things, at least 66-2/3% in principal amount of the Series B debentures being deposited prior to the expiry time of the offer. Mint will mail to holders of the Series B debentures an offer document that will, among other things, describe in greater detail the background to the offer, the terms of the offer and the procedural steps for accepting the offer. Also, an information telephone line will be made available for Series B debentureholders who have questions regarding the offer. By accepting the offer (under either option), a Series B debentureholder will also be voting in favour of an amendment to the Series B trust indenture which will give Mint the right to redeem, in accordance with the Default Option, the Series B debentures that are not purchased for cancellation under Mint’s offer.
The following is an illustrative comparison of the economic terms being offered to the Senior Debentureholders as compared with those being offered to the Series B Debentureholders:
| Senior Debentureholders | Series B Debentureholders –
Assuming 100% Exercise Cash and Shares Option |
Series B Debentureholders –
Assuming 100% Exercise Share Option |
|
| Total Face Amount Restructured | $58,979,520 | $3,452,000 | $3,452,000 |
| Interest Amount Capitalized | $0 | $1,170,464 | $1,170,464 |
| Total Principal Amount
Restructured (interest capitalized as above) (A) |
$58,979,520 | $4,622,464 | $4,622,464 |
| Common shares per $1,000 of
Principal Amount in (A) |
564.60
(includes up-front shares plus those under subscription receipts) |
2,500 | 4,500 |
| $0.10 common share purchase warrants per $1,000 of Principal
Amount in (A) |
198.37 | 0 | 0 |
| Total common shares plus common share purchase warrants per $1,000 of Principal Amount in (A) | 762.97 | 2,500 | 4,500 |
| Cash per $1,000 of Principal
Amount in (A) |
$0 | $150 | $0 |
| Debt Remaining per $1,000 of
Principal Amount in (A) |
$339.10 principal amount | $0 | $0 |
| Total common shares plus common share purchase warrants per $1,000 of Face Amount
(without interest capitalized) |
762.97 | 3,348 | 6,026 |
| Cash per $1,000 of Face Amount (without interest capitalized) | $0 | $200.86 | $0 |
| Debt Remaining per $1,000 of Face
Amount (without interest capitalized) |
$339.10 principal amount | $0 | $0 |
The terms of the offer to the Series B debentureholders have been approved by the Senior Debentureholders.
Mint is hopeful that the restructurings of its Series A, B and C debentures will be successfully implemented such that Mint can proceed with executing its business plan and creating value for its stakeholders. If these restructurings are not implemented, Mint believes there is not sufficient liquidation value in the Company to make any payment on the Series B debentures.
Conditions
The transactions described herein are subject to the conditions specified in Mint’s news release of April 28, 2017. In addition, Mint must arrange for financing to fund the costs of the offer to purchase the Series B debentures.
Forward Looking Statements
This news release contains forward-looking statements. More particularly, this press release contains statements which include the terms of the restructuring of the outstanding debentures of Mint; the offer to acquire the Series B debentures; and the expected timing of the mailing of the offer document. The forward-looking statements are based on certain expectations and assumptions made by the Company. Although the Company believes that those expectations and assumptions are reasonable, undue reliance should not be placed on the forward-looking statements because the Company 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. Investors should consider the conditions described under the heading “Conditions” as the failure to satisfy those conditions will prevent the debt restructuring from being completed. The forward-looking statements contained in this press release are made as of the date hereof. The Company 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. 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.
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 unbanked 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.
The Mint Corporation
Kym No
Interim CFO 647-252-1664 www.themintcorp.com
