RIGHTS OFFERING NOTICE
FiledpursuanttoNationalInstrument45-106
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 notice 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. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
THE MINT CORPORATION
Notice tosecurityholders– May30, 2016
We currently have sufficient working capital to last 3 months. We require 100% of the offering to last 12 months.
The purpose of this notice is to advise holders of common shares of The Mint Corporation (the “Company”) of an offering of rights by the Company.
References in this notice to “we”, “our”, “us” and similar terms refer to the Company. References in this notice to “you”, “your” and similar terms refer to the Company’s shareholders.
1. Who can participate in the rights offering?
Registered holders of common shares as at the close of business (5:00 p.m. Toronto time) on June 3, 2016 (the “Record Date”) may participate in the rights offering.
2. Who is eligible to receive rights?
The rights will be offered to registered shareholders (the “Eligible Holders”) in each province and territory of Canada (the “Eligible Jurisdictions”). You will be presumed to be resident in the place shown in our records as your registered address, unless the contrary is shown to our satisfaction.
This notice is not to be construed as an offering of the rights, or the common shares issuable upon exercise of the rights, in any jurisdiction outside the Eligible Jurisdictions or to shareholders who are residents of any jurisdiction other than the Eligible Jurisdictions (the “Ineligible Holders”).
Ineligible Holders will not receive rights, but will be sent a letter describing how Ineligible Holders may participate in the rights offering.
3. How many rights are we offering?
We are offering a total of 73,642,790 rights, being one right for each common share outstanding on the Record Date.
4. How many rights will you receive?
We are offering each Eligible Holder one right for each common share held as of the Record Date.
5. What does one right entitle you to receive?
Each right entitles an Eligible Holder to purchase one common share at a subscription price of $0.05 (the “Basic Subscription Privilege”) until 4:00 p.m. (Toronto time) on June 27, 2016 (the “Expiry Time”).
An Eligible Holder will also have the privilege of subscribing, pro rata, for additional common shares at the subscription price of $0.05 per share (the “Additional Subscription Privilege”). The common shares available under the Additional Subscription Privilege will be those common shares issuable under the rights offering that have not been subscribed and paid for under the Basic Subscription Privilege by the Expiry Time.
6. How will you receive your rights?
If you are an Eligible Holder, a certificate (the “Rights Certificate”) is enclosed with this notice representing the rights to which you are entitled. We direct your attention to this Rights Certificate which contains instructions for the exercise and transfer of your rights.
If you are not an Eligible Holder, you are receiving this notice for information purposes and you will not receive a Rights Certificate. However, you may be able to exercise the rights provided that you deliver an investor letter, satisfactory to us, representing to us that the beneficial owner of the common shares registered in your name is resident in an Eligible Jurisdiction and satisfying us that such subscription is lawful and in compliance with all securities and other applicable laws.
7. When and how can you exercise your rights?
If you are a registered Eligible Holder, you must complete and deliver your Rights Certificate, together with payment for the common shares for which you are subscribing, on or before the Expiry Time. Payment must be made by certified cheque, bank draft or money order payable to the order of “Computershare Investor Services Inc.”. You must include payment for the common shares you are subscribing for under the Additional Subscription Privilege.
A beneficial holder of common shares is someone who holds their 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. A beneficial Eligible Holder must arrange for the exercise or transfer of rights through the Participant on or before the Expiry Time or such earlier time as is required by the Participant. We expect that each beneficial Eligible Holder will receive a customer confirmation of issuance from their Participant in accordance with the practices and policies of that Participant.
8. What are the next steps?
This document contains key information you should know about the Company. You can find more details in the Company’s rights offering circular dated the date of this notice. To obtain a copy, visit the Company’s profile on the SEDAR website, ask your dealer representative for a copy or contact Rishi Tibriwal at (647) 252-1675 or rtibriwal@mintinc.com. You should read the rights offering circular, along with the Company’s continuous disclosure record, to make an informed decision.
DATED: May 30, 2016.
/s/Rishi Tibriwal
Rishi Tibriwal,
Chief Financial Officer
The Mint Corporation
