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,
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