TORONTO, June 25, 2015 /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 62103 The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report regarding the acquisition of common shares of The Mint Corporation ("Mint"), 2380 Wyecroft Road, Unit 4B, Oakville, ON L6L 6W1.
Gravitas announced today that on June 23, 2015 it purchased, on a non-brokered private placement basis, 20,000,000 units of Mint (the "Units") at $0.05 per Unit for gross proceeds of $1,000,000, each Unit consisting of one common share of Mint and one-half of one common share purchase warrant of Mint (each a "Warrant"). Each whole Warrant is exercisable for one common share at an exercise price of $0.05 during the period ending December 23, 2016. The hold period associated with the Common Shares and Warrants is 4 months and 1 day, which hold period ends on October 24, 2015.
In addition, Gravitas provided a three year secured loan of $500,000 due October 23, 2018 (the "2015 Loan") and bearing interest at 4.5% per annum. The 2015 Loan is to be secured against the assets of Mint, subordinated to all existing security interests. Gravitas also committed to provide a further unsecured three year loan in the principal amount of $2,500,000 at 4.5% per annum to Mint Gateway for Electronic Payment Services LLC, to complete the implementation of the Mint Gateway payment processing system, subject to shareholder approval, to the extent required.
Upon subscribing for the 20,000,000 Units on June 23, 2015, Gravitas holds 46,815,277 common shares, being 63.57% of the outstanding common shares of Mint on a non-diluted basis. Gravitas also has the following rights to receive the following additional common shares of Mint: (i) 10,000,000 common shares upon exercise of the Warrants; and (ii) 12,861,560 common shares upon exercise of a conversion right (at a price of $0.10 per share) pursuant to an existing subordinate secured debenture with Mint entered into on July 31, 2014 in the principal amount of $2,621,920 (the "2014 Convertible Loan"), of which $1,286,156 is currently outstanding and subject to the conversion right. The hold period associated with the 2014 Convertible Loan has expired.
In addition, any accrued interest on the 2014 Convertible 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.
Upon exercise of such rights, Gravitas will receive up to an additional 22,861,560 common shares (being 23.69% of the outstanding common shares, after conversion and inclusive of the common shares issued upon exercise of the conversion right pursuant to the 2014 Convertible Loan and exercise in full of the Warrants). The above calculations are based on there currently being 73,642,790 common shares of Mint issued and outstanding.
Gravitas purchased the Units from Mint and accordingly the transaction is not a take-over bid.
On June 23, 2015, Mint raised $10,000,000 from the sale of Series C Debentures. It was a condition of issuing the Series C Debentures that Mint would raise a minimum of $1,500,000 from the issuance of any combination of common shares, common share purchase warrants and debt ranking subordinate to the Series C Debentures. By purchasing the Units and making the 2015 Loan, Gravitas enabled Mint to satisfy this condition.
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.
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., Vishy Karamadam, Executive Vice President, Email: [email protected], Tel: (647) 352-0666