Toronto, Ontario--(Newsfile Corp. - January 6, 2020) - This press release is being disseminated as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of The Mint Corporation (TSXV: MIT) ("Mint"), with its head office located at 333 Bay Street, Suite 1700, Toronto, Ontario M5H 2R2, by Global Business Services for Multimedia ("GBS"), with its head office located at Floor 10, Office 3, Al Otaibal Building, Hamdan Street, Abu Dhabi, United Arab Emirates, and Mobile Telecommunication Group LLC ("MTG" and together with GBS, the "Acquirors"), with its head office located at Floor 10, Office 2, Al Otaibal Building, Hamdan Street, Abu Dhabi, United Arab Emirates.
The Acquirors announced today that pursuant to a Securities Purchase Agreement dated September 26, 2019 (the "Purchase Agreement"), as amended by amending agreement date October 7, 2019 and amending agreement dated December 31, 2019, among Gravitas Financial Inc. ("Gravitas") and the fiduciary, acting on behalf of the beneficial holders of substantially all of Gravitas' secured debt (the "Debtholder"), they acquired beneficial ownership of, and control over 109,670,736 common shares of Mint ("Common Shares"); 16,000,000 subscription receipts of Mint ("Subscription Receipts") exercisable for 16,000,000 Common Shares for no additional consideration, (iii) 11,700,000 warrants of Mint ("Warrants") to purchase 11,700,000 Common Shares at an exercise price of $0.10 per share, (iv) Gravitas' interest in any outstanding loans or other indebtedness of Mint and its associates (being loans and indebtedness of approximately $13,333,559); and (v) certain securities of Mint registered in the name of or otherwise controlled by the Debtholder, including all of the Series A Debentures of Mint, all in consideration for an aggregate purchase price of CAD$6,595,000 less certain expenses of Mint which were funded by the Acquirors during the interim period (the "Transaction").
Following the Transaction, the Acquirors and their affiliates beneficially own 109,670,736 Common Shares, representing approximately 56% of the issued and outstanding Common Shares on an undiluted basis and 125,670,736 Common Shares, representing approximately 60% of the issued and outstanding securities of Mint on a partially diluted basis assuming the Subscription Receipts were exercised for no additional consideration (the Warrants are significantly out of the money so no dilutive impact is considered). Before the Transaction, the Acquirors and their affiliates did not own any securities of Mint.
There is common ownership of the Acquirors and accordingly, GBS and MTG should be considered joint actors.
The securities were acquired for investment purposes and each of GBS and MTG may increase or decrease its beneficial ownership or control depending on market or other conditions.
This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 4.2 of National Instrument 62-104.
A copy of the Early Warning Report may be found on www.SEDAR.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Global Business Services for Multimedia
Firas Al Fraih, Managing Director
Tel: 011 971 5 2980 2902
Email: firas@gbs.ae
Mobile Telecommunication Group LLC
Firas Al Fraih, Director
Tel: 011 971 5 2980 2902
Email: firas@gbs.ae
NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA
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