Ho Hum a minor amount of money exchanged to settle the debt of the company {sarcasym alert}
"("Mint" or the "Company") is pleased to announce that further to its press release dated May 6, 2021, it has entered into a debt settlement agreement with Mobile Telecommunications Group LLC ("MTG"), Global Business Services for Multimedia ("GBS" and together with MTG, the "Creditors"), Mint Middle East LLC ("MME"), and Mint Gateway for Electronic Payment Services ("MGEPS"), dated August 31, 2021 (the "Debt Settlement Agreement").
Terms of Debt Settlement
Pursuant to the Debt Settlement Agreement, the Company will settle the following debts which are currently outstanding (the "Debt Settlement"):
Approximately C$20,000,000 in aggregate principal of outstanding series A debentures (plus all accrued and unpaid interest) held by the Creditors;
Aggregate debt of approximately C$7,000,000 in principal (plus all accrued and unpaid interest) comprised of:
Convertible subordinate secured debentures and an unsecured promissory note; and
Certain loans payable to the Creditors.
In total, the Company anticipates that it will settle an aggregate of approximately C$30,000,000 of debt burden upon closing of the Debt Settlement through a one-time cash payment or through a payment in kind of certain assets received from MME or MGEPS, or a combination of the foregoing, in the amount of US$10,000,000 to the Creditors pursuant to the terms and conditions of the Debt Settlement Agreement.
In addition, pursuant to the terms of the Debt Settlement Agreement, and in consideration for the Debt Settlement, MME and MGEPS will settle the following debts owing to the Company and Creditors:
Approximately C$42,000,000 owing to the Company (such amount has been written-off in the financial statements of the Company) that was previously provided to MME and MGEPS in the form of non-interest bearing inter-company transfers since its initial acquisition by the Company to be settled by a payment of US$11,000,000 to the Company and
Approximately C$6,500,000 of principal and any accrued interest therein owing to MTG by MGEPS will be cancelled.
As a result, MME and MGEPS will make a one-time cash payment of US$11,000,000 to the Company, and the balance of these funds that are not used in connection with the Debt Settlement, will be used for working capital purposes of the Company.
The completion of the Debt settlement is subject to the satisfaction of certain conditions of the Debt Settlement Agreement, including but not limited to, approval of the Debt Settlement by the TSX Venture Exchange (the "TSXV"), the Debt Settlement receiving Minority Shareholder Approval (as defined below), and any other regulatory and third party approvals as may be required in the United Arab Emirates. The anticipated closing date of the Debt Settlement on or before December 31, 2021, or such other date as agreed to by the parties. There is no assurance that the Debt Settlement will be completed.
Vishy Karamadam, Chief Executive Officer of the Company, commented on the Debt Settlement Agreement: "Executing the Debt Settlement Agreement on attractive terms for the Company's minority shareholders is a win and significant milestone for the Company. I urge the shareholders to approve the Debt Settlement in the upcoming shareholders meeting. Fintech companies are well received in the public markets, and an equity funded balance sheet significantly helps such companies achieve its goals. Unfortunately, the Company has historically been funded with debt that held the Company back from realizing its full potential, and this is an opportunity to clean up the balance sheet and position the Company to execute on its business plan."
MI 61-101 Special Transaction
MTG is a wholly-owned subsidiary of GBS, which is a "control person" of the Company. Accordingly the Debt Settlement is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Holders in Special Transactions ("MI 61-101"). The Company will rely on the exemption from the valuation requirement pursuant to subsection 5.5(g) of MI 61-101 (financial hardship). The Company's decision to rely on the financial hardship exemption was made upon the recommendation of the independent directors of the Company, all of who are unrelated to the parties involved in the Debt Settlement, with respect to the merits of the Debt Settlement and the resulting approval of the entering into of the Debt Settlement Agreement by the board of directors of the Company. Pursuant to MI 61-101, the Company will seek approval of the majority of minority shareholders ("Minority Shareholder Approval") of the Company with respect to the Debt Settlement at its upcoming annual general and special meeting of shareholders to be held on September 30, 2021 (the "Meeting").
A copy of the form of Debt Settlement Agreement was attached to the management information circular of the Company dated August 31, 2021 with respect to the Meeting, and will be available on the Company's SEDAR profile at www.sedar.com.
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, United Arab Emirates. The Mint Group provides employers, employees and merchants with best-in-class financial services supported via payroll cards and the feature rich and linked Mint mobile application. Through its mobile enabled payments platform certified globally by MasterCard and UnionPay, Mint brings modern financial conveniences, at reasonable cost, to employers, merchants and consumers"
