Further delay in trading
" ("Mint" or the "Company") today announced in accordance with Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements of the Ontario Securities Commission (the "Blanket Exemption Order"), which was adopted for the purpose of providing certain filing and other relief to issuers in light of the challenges posted by the COVID-19 pandemic, that it will be delaying the filing and delivery of certain of its continuous disclosure documents.
The Company is relying on the Blanket Exemption Order in delaying (i) the filing of its annual financial statements and related management discussion and analysis for the year ended December 31, 2019 (collectively, the "Required Annual Filings"), and (ii) compliance with the delivery requirements of applicable securities laws relating to the Required Annual Filings. The officers and directors of the Company and certain other persons will remain subject to a trading black-out pursuant to which such persons are prohibited from trading in any securities of the Company until the end of the second full trading day following the day on which the Required Annual Filings are filed on SEDAR and a corresponding news release is issued by the Company.
The Company currently intends to make the Required Annual Filings by June 11, 2020.
Since the filing of the Company's third quarter 2019 interim financial statements and related management discussion and analysis on November 27, 2019 and refiled December 23, 2019, the Company has disclosed by way of news release or filings on SEDAR, the following significant business developments:
the appointment of Ms. Rebecca Ong as a director of the Company as of November 29, 2019;
the appointment of Mr. Firas Al Fraih as a non-voting observer to the board of directors of the Company on January 6, 2020;
the announcement on January 6, 2020 of the filing of an Early Warning Report regarding the acquisition of securities of the Company by Global Business Services for Multimedia ("GBS") and Mobile Telecommunication Group LLC ("MTG" and together with GBS, the "Acquirors") from Gravitas Financial Inc. ("Gravitas") and the fiduciary acting on behalf of the beneficial holders of substantially all of Gravitas' secured debt. Immediately following completion of the transaction, the Acquirors beneficially owned 109,670,736 Mint common shares representing about 56% of the issued and outstanding Mint common shares on an undiluted basis. The transaction represented a change of control of Mint;
an amendment dated January 6, 2020 between GBS, MTG and Mint amending the trust indenture (the "Trust Indenture") pertaining to the Company's Series A debentures;
on January 11, 2020 the appointment of Mr. Firas Al Fraih as a director of the Company and the resignation of Mr. Neil Gilday as a director;
on February 4, 2020, the Company announced that is subsidiaries, Mint Middle East LLC and Mint Gateway for Electronic Payments LLC (collectively "Mint UAE") entered into a binding asset purchase agreement (the "Asset Purchase Agreement") dated January 16, 2020 to divest its direct payroll disbursement service business through its payroll card portfolio in the United Arab Emirates. Pursuant to the terms of the Asset Purchase Agreement, Mint UAE is entitled to receive aggregate net cash consideration of up to AED 102,750,000 (approximately C$36,600,000), comprised of an initial payment of AED 82,750,000 (approximately C$29,500,000) 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. The buyer has made the initial payment to Mint UAE. The Asset Purchase 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 and customer representations, warranties, indemnities and covenants typical for a transaction of this nature. 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. Trading in the Company's shares will remain halted until the TSX Venture Exchange requirements to allow trading to resume are met;
a further amendment dated April 6, 2020, effective as of December 31, 2019, was made to the Trust Indenture which amended the Trust Indenture to, amongst other things, remove the definition of change of control, change the non-cash payment of interest from subscription receipts to common shares, and waive any interest payment breaches relating to the December 31, 2019 and March 31, 2020 interest payments. The Company is in the process of issuing Mint common shares to MTG, the holder of the Series A debentures, as payment for these interest amounts owing, subject to approval by the TSX Venture Exchange."
