Early Warning Press Release In Connection With Convertible Loan To The Mint Corporation
TORONTO, Jan. 6, 2014 /CNW/ - This press release is being disseminated by Gravitas Financial Inc. ("Gravitas"), 333 Bay Street, Suite 650, Toronto, ON, M5K 2R2, as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the right to acquire common shares of The Mint Corporation ("Mint"), 201 King of Prussia Road, Suite 340, Radnor, PA 19087.
Gravitas entered into a 12% convertible subordinate secured debenture with Mint as of November 22, 2013, whereby it would loan Mint up to $1,500,000 for working capital purposes (the "Loan"). In addition, Gravitas has previously provided non-convertible bridge loans to Mint to assist with funding required working capital needs of Mint, as well as provided financial advisory services from time to time.
The Loan has a 12 month term and may be extended by mutual agreement for an additional 12 month period. Gravitas has the right to convert all or any part of the principal outstanding of the Loan into common shares of Mint at $0.05 during the first 12 months following execution of the Loan agreement and at $0.10 per share during the 12 months thereafter (the "Conversion Right"). Any accrued interest on the Loan may also be converted into common shares at the greater of the price applicable to the outstanding principal and the Market Price (as determined under TSX Venture Exchange policies) at the time of conversion. These common shares would be subject to a regulatory resale restriction of 4 months and 1 day from the date of issuance.
Mint has also agreed to the appointment of a nominee of the Gravitas to the board of directors, and to include a nominee of the Gravitas among the management nominees at future shareholder meetings, so long as any part of the Loan is outstanding.
As of December 20, 2013, the Loan has been fully advanced. Accordingly, the exercise of the Conversion Right would result in the issuance of 30,000,000 Mint common shares at a conversion price of $0.05 per share, being 52.8% of the issued and outstanding shares, or the issuance of 15,000,000 Mint common shares at a conversion price of $0.10 per share, being 35.9% of the issued and outstanding shares of Mint. The above calculations are based on there currently being 26,826,951 common shares of Mint issued and outstanding.
Gravitas has agreed that it would restrict its ability to exercise the Conversion Right to less than 20% of the outstanding shares of Mint until such time as its shareholders approve of Gravitas being a "Control Person" (as such term is defined by the TSX Venture Exchange Manual). Mint has agreed to seek such shareholder approval no later than July 31, 2014 and its failure to do so constitutes an event of default under the Loan.
Gravitas has also entered into a standstill agreement with Mint under which it has agreed that Gravitas and its associates and affiliates will not acquire common shares representing more than 50.1% of the issued and outstanding shares until the earlier of May 22, 2015 and the occurrence of an event of default under the Loan.
This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 100.1(1) of the Act. The securities were acquired for investment purposes and, subject to the above restrictions, Gravitas may increase or decrease its beneficial ownership or control depending on market or other conditions.
A copy of the Early Warning Report may be found on www.SEDAR.com.
The issuance of this news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.
ABOUT GRAVITAS FINANCIAL INC.
Gravitas is a public financial services, research and analytics company based in Toronto, Canada, which provides capital market services to private and public company clients. Through its portal www.smallcappower.com, it provides information to corporate and individual investors.
SOURCE Gravitas Financial Inc.For further information:
Gravitas Financial Inc.
Executive Vice President
Tel: (647) 352-0666