Mint Enters into Debt Restructuring Agreement in Principle

TORONTO, ONTARIO--(Marketwired - April 28, 2017) - The Mint Corporation (TSX VENTURE:MIT) ("Mint" or the "Company") announces that it has entered into a non-binding term sheet (the "Term Sheet") with Gravitas Financial Inc. ("GFI") and the holders (the "Senior Debentureholders") of substantially all its Series A debentures and all of its Series C debentures. The Term Sheet provides for a restructuring of the debt owing to the Senior Debentureholders, and that restructuring is conditional upon the holders of the Series B debentures agreeing to the terms of a proposed restructuring of their debentures on substantially similar economic terms (pro rata) as the restructuring agreed with the Senior Debentureholders.

Background

Mint has three outstanding debenture series. The amount owing on the Series A debentures is $49,019,962 in principal plus accrued interest (of which, $48,979,520 in principal plus accrued interest is owed to the Senior Debentureholders). The amount owing on the Series B debentures is $3,452,000 in principal, plus accrued interest and bonus interest totalling $1,170,464 as of the maturity date. The amount owing on the Series C debentures is $10,000,000 in principal plus accrued interest.

The Series A debentures were issued under a trust indenture secured by a security interest in the assets of Mint and its 51% subsidiary Mint Middle East LLC ("MME"). That security interest ranks in priority to the Series B and Series C security against those assets. The Series B debentures were issued under a trust indenture secured by a security interest in the assets of Mint and MME ranking in priority to the Series C security against those assets. The Series C debentures are secured against the assets of Mint and by a first position security interest in the assets of Mint Capital LLC (including its 49% legal interest in Mint Gateway for Electronic Services LLC ("Mint Gateway")).

Mint has announced its inability to make payments on the Series A, Series B and Series C debentures.

Series A and Series C Debt Restructuring

Under the Term Sheet, the debt under the Series A and Series C debentures owed to the Senior Debentureholders is to be replaced by $20 million of debt (the "New Debt") secured by a first position security interest in the assets of Mint, MME and Mint Capital LLC. The Senior Debentureholders will also receive (a) 17,300,000 common shares of Mint, (b) 11,700,000 common share purchase warrants of Mint, and (c) subscription receipts to acquire 16,000,000 common shares of Mint for no additional consideration. Each warrant will be exercisable after two years and on or before the maturity date of the New Debt for one common share of Mint at an exercise price of $0.10. The subscription receipts will automatically convert into 2,000,000 common shares of Mint, without payment of additional consideration, at the end of each of the first eight three-month periods following the issuance of the New Debt (subject to adjustment if any of the New Debt is prepaid prior to that conversion date).