This could be a major transaction that saves the company!
Completes the takeover of the company and solves the liquidity problem of MIT.
Of interest the Placements at .10 per share sets a bottom of valuation and shareholders should assume the buyers expect significant higher values to be achieved. Lets's hope they are right!
"Mint") announces that Gravitas Financial Inc. (CSE: GFI) ("Gravitas") has entered into a securities purchase agreement (the "Purchase Agreement") with Global Business Services for Multimedia ("GBS") and Mobile Telecommunication Group LLC ("MTG" and together with GBS, the "Buyers"), and the fiduciary, acting on behalf of the beneficial holders of substantially all of Gravitas' secured debt (the "Debtholder" and together with Gravitas, the "Sellers") pursuant to which the Buyers will acquire: (i) 109,670,736 common shares of Mint; (ii) 16,000,000 subscription receipts exercisable for 16,000,000 common shares of Mint for no additional consideration, (iii) 11,700,000 warrants to purchase 11,700,000 common shares of Mint at an exercise price of $0.10 per share, (iv) Gravitas' interest in any outstanding loans or other indebtedness of Mint and its associates (being loans and indebtedness of approximately $13,333,559); and (v) certain securities of Mint registered in the name of or otherwise controlled by the Debtholder, all in consideration for an aggregate purchase price of $6,595,000 less certain expenses of Mint that are funded by the Buyers pursuant to the Funding Agreement (as described below) prior to closing (the "Transaction"). The common shares being purchased represent 56% of the outstanding common shares of Mint on a non-diluted basis (59% if the subscription receipts were to be exercised for no additional consideration).
Mint also announces that the Buyers, Mint, Mint Middle East Ltd., Mint Capital LLC and Mint Gateway for Electronic Payment Services LLC have entered into an interim funding agreement (the "Funding Agreement") under which the Buyers have agreed to provide funding to negotiate, compromise and settle the outstanding payables owing by Mint and to fund the costs and expenses associated with the operation of Mint and its subsidiaries until the earlier of the closing of the Transaction and the termination of the Purchase Agreement. All amounts advanced under the Funding Agreement will become an unsecured, non-interest-bearing loan owing by Mint and its subsidiaries to the Buyers. That loan will become due one year and one day after the earlier of the closing of the Transaction and the termination of the Purchase Agreement. However, if the Purchase Agreement is terminated because of a default by the Buyers, the Buyers will forfeit (i) the right to repayment of the loan and (ii) a deposit of AED1,800,000 to be held by Mint Gateway for Electronic Payment Services LLC.
A copy of the Funding Agreement will be posted to Mint's profile on SEDAR at www.sedar.com.
The closing of the Transaction is conditional upon the satisfaction of various closing conditions, including the parties receiving all necessary shareholder, TSXV (as defined below) and third-party consents, approvals and authorizations. The Buyers and the Sellers have the right to terminate the Purchase Agreement (and the Buyers have the right to terminate the Funding Agreement) if the closing of the Transaction has not occurred on or before November 30, 2019.
The Transaction, if completed, will constitute a "change of control" of Mint within the meaning of that term under TSX Venture Exchange ("TSXV") policies and is subject to prior approval by the TSXV.
As the Transaction is a "related party transaction" of Gravitas as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the Transaction requires the approval of a majority of disinterested shareholders of Gravitas. Such approval will be sought at the upcoming annual and special meeting of shareholders of Gravitas."