Mint Reaches Agreement to Divest Its Payroll Card Portfolio

Toronto, Ontario–(Newsfile Corp. – February 4, 2020) – The Mint Corporation (TSXV: MIT) (“Mint” or the “Company”) announces that its subsidiaries, Mint Middle East LLC and Mint Gateway for Electronic Payments LLC (collectively “Mint UAE”) have entered into a binding asset purchase agreement dated January 16, 2020 (the “Agreement”) to divest its direct payroll disbursement service business through its payroll card portfolio in the United Arab Emirates (“UAE”) (the “Transaction”) to a leading payroll disbursement and card provider in the UAE (the “Buyer”), a party arm’s length to the Company and Mint UAE. Mint UAE will remain focused on payment card processing and prepaid card products across multiple verticals including gift, prepaid, multi-currency and other industry segments excluding payroll cards.

Pursuant to the terms of the Agreement, Mint UAE is entitled to receive aggregate net cash consideration of up to AED 102,750,000 (approximately C$36,600,000) (the “Purchase Price”), comprised of an initial payment of AED 82,750,000 (approximately C$29,500,000) (the “Initial Payment”), and a performance-based maximum additional cash payment of up to AED 20,000,000 (approximately C$7,100,000) based on the success of the migration of the card portfolio. Mint UAE has received the Initial Payment as a result of the satisfaction of certain conditions precedent to the Transaction, being the receipt of certain third-party consents and the completion by the Buyer of its diligence with respect to the business of Mint UAE.

The Agreement provides for a migration period of approximately nine months from the Closing Date and includes an obligation of Mint UAE to deliver a financial performance bank guarantee in connection with the Purchase Price and customary representations, warranties, indemnities and covenants typical for a transaction of this nature. In particular, the Agreement contains a three year non-compete clause specific to payroll card program manager business in the UAE by the Mint UAE companies, by Global Business Services for Multimedia (“GBS”) the Company’s principal shareholder and local UAE partner, and to Mr. Abdul Razzaq Al Abdullah in his personal capacity. GBS manages the operations of the Mint UAE companies pursuant to a management agreement with the Company which will continue subsequent to the completion of the Transaction.

The Transaction has received the consent of the holders of the Company’s Series A debentures and is subject to approval by the TSX Venture Exchange pursuant to Policy 5.3 of the TSX Venture Corporate Finance Manual. Trading in the Company’s shares will remain halted until the TSX Venture Exchange requirements to allow trading to resume are met. The Transaction may require approval of the shareholders of the Company.

Mint UAE has been consciously investing in digital solutions with aspirations to create a central omni-channel Digital Banking Platform to orchestrate customer interactions across multiple touchpoints. Mint UAE has been developing various services of the Platform including: digital on-boarding of customers, digital KYC (Know Your Customer), authentication, payment gateway solutions, and in-store digital solutions such as mPOS and virtual POS to unbanked merchants.

“Mint UAE’s platform straddles the entire payment ecosystem of issuing, processing, payment gateway and merchant management services. This Transaction will enhance the financial position of the Company and complements the business strategy,” states Vishy Karamadam, CEO of The Mint Corporation.

Mr. Abdulrazzaq Al Abdullah, representing GBS said: “What we are seeing in our time is unique – we are witnessing platformization. Globally, huge companies like Google and, Amazon have been winning because they don’t merely provide products or services. Instead, they aggregate a range of products and services to create a digital-first platform that enriches people’s lives. We are also witnessing consolidation of various financial institutions in the region. With time our business activities have grown immensely. Starting from being just a payroll service provider, we have become a multi-channel third party payment service provider offering issuing, acquiring and transaction processing services and continuing with the aggregation model to create a digital platform with a host of services. We would like to thank Mint UAE customers as this would not have been possible without their continued loyalty and support.”

ABOUT MINT

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, UAE. Through its mobile-enabled payments platform certified globally by Mastercard and UnionPay, Mint brings modern financial conveniences, at reasonable cost, to merchants and consumers.

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
647-352-0666
www.themintcorp.com