The Mint Corporation: Acquisition of a UAE Financial Company

TORONTO, ONTARIO--(March 21, 2017) - The Mint Corporation (TSX VENTURE:MIT) ("Mint" or the "Company") announces that, further to its news release of February 2, 2017, Gravitas Financial Inc. ("GFI") through its holding company has advanced USD $5.45 Million as a deposit to secure the right to acquire the UAE Central Bank licensed financial company referred to in that news release (the "Financial Company"). The purchase price is 100 million UAE Dirham (approximately USD$27.25 million), of which approximately USD $15 million is due at closing, subject to adjustments.

 

GFI and Global Business Services for Multimedia ("GBS") have each agreed to provide USD $7.5 million of funding to acquire the Financial Company and also agreed to fund another USD $7.5 million each to satisfy ongoing UAE Central Bank capital reserve requirements. The first USD $15 million will be used to acquire 97.22% of the Financial Company. If the transaction were to close, the Financial Company on closing will have a cash balance of USD$9.54 million.

In order to complete the acquisition of the Financial Company, the parties must obtain financing to fund the remaining portion of the purchase price, obtain UAE Central Bank approval, complete their due diligence and enter into definitive agreements. The participation of the Mint Group (as defined below) in this transaction is also subject to stock exchange approval.

 

The acquisition of the Financial Company will occur through a holding company formed in the UAE. GBS and GFI will each hold a 25% beneficial ownership interest in that holding company. Mint Gateway for Electronic Payment Services LLC ("Mint Gateway") will own the remaining 50% beneficial interest. Mint Gateway is a company in which Mint owns, indirectly, a 51% beneficial interest and GBS owns a 49% beneficial interest. The holding company and the Financial Company will both have a board of directors consisting of 5 directors, 3 of whom will be appointed by GBS and 2 of whom will be appointed by GFI.

 

Mint Middle East LLC, a company 51% owned by Mint, and Mint Gateway (collectively the "Mint Group") will use the Financial Company as their BIN sponsor. The Mint Group will also provide sourcing, disbursement, collection, customer care and marketing services to the Financial Company and will promote all products of the Financial Company on an exclusive basis to customers of the Mint Group.

 

Mint expects that the acquisition of the Financial Company if completed will allow the Mint Group to offer a greater range of financial products and services to its cardholders and to more quickly respond to opportunities and changes in the marketplace. In particular, Mint expects that the acquisition will facilitate the launch of a lending program to payroll cardholders. The current intention is that the Financial Company will be engaged exclusively in providing products, services and loans to cardholders of the Mint Group, subject to the Financial Company's obligations under existing loan commitments.

 

The funding provided by GFI and GBS to the holding company will take the form of a loan, repayable in three years with interest at $0.5% per annum. For every USD $2 million net positive income generated by the Financial Company during any fiscal year, GFI and GBS will forgive USD $7.5 million of the loan.

 

The directors of the Financial Company have stepped down in favour of the nominees of GFI and GBS.

 

GFI owns approximately 76% of the outstanding common shares of Mint. GBS owns a 49% beneficial interest in the Mint Group.

 

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.

 

Forward-Looking Statements

 

This news release contains forward-looking statements. More particularly, this news release contains statements which include the advance of additional funds by GFI and GBS to complete the acquisition and capitalization of the Financial Company, and the statement that the acquisition will allow Mint Group to offer loans, and a greater range of products and services, to its cardholders. 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. In addition to other risks, the Company can give no assurance that GFI and GBS will source and advance the necessary funds and the offering of loans, products and services to Mint's customer base will require systems and approvals not yet in place. 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.

 

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