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THE MINT CORPORATION: ACQUISITION OF A UAE FINANCIAL COMPANY

Further to The Mint Corp.'s news release of Feb. 2, 2017, Gravitas Financial Inc., through its holding company, has advanced $5.45-million (U.S.) as a deposit to secure the right to acquire the United Arab Emirates Central Bank-licensed financial company referred to in that news release. The purchase price is 100 million dirham (approximately $27.25-million (U.S.)), of which approximately $15-million (U.S.) is due at closing, subject to adjustments.

Gravitas Financial and Global Business Services for Multimedia have each agreed to provide $7.5-million (U.S.) of financing to acquire the financial company and also agreed to finance another $7.5-million (U.S.) each to satisfy continuing UAE Central Bank capital reserve requirements. The first $15-million (U.S.) will be used to acquire 97.22 per cent of the financial company. If the transaction were to close, the financial company, on closing, would have a cash balance of $9.54-million (U.S.).

In order to complete the acquisition of the financial company, the parties must obtain financing to finance the remaining portion of the purchase price, obtain UAE Central Bank approval, complete their due diligence and enter into definitive agreements. The participation of the Mint Group (as defined below) in this transaction is also subject to stock exchange approval.

The acquisition of the financial company will occur through a holding company formed in the UAE. GBS and Gravitas Financial will each hold a 25-per-cent beneficial ownership interest in that holding company. Mint Gateway for Electronic Payment Services LLC will own the remaining 50-per-cent beneficial interest. Mint Gateway is a company in which Mint owns, indirectly, a 51-per-cent beneficial interest, and GBS owns a 49-per-cent beneficial interest. The holding company and the financial company will both have a board of directors consisting of five directors, three of whom will be appointed by GBS and two of whom will be appointed by Gravitas Financial.

Mint Middle East LLC, a company 51 per cent owned by Mint, and Mint Gateway will use the financial company as their bank identification number sponsor. The Mint Group will also provide sourcing, disbursement, collection, customer care and marketing services to the financial company, and will promote all products of the financial company on an exclusive basis to customers of the Mint Group.

Mint expects that the acquisition of the financial company, if completed, will allow the Mint Group to offer a greater range of financial products and services to its cardholders, and to more quickly respond to opportunities and changes in the marketplace. In particular, Mint expects that the acquisition will facilitate the launch of a lending program to payroll cardholders. The current intention is that the financial company will be engaged exclusively in providing products, services and loans to cardholders of the Mint Group, subject to the financial company's obligations under existing loan commitments.

The financing provided by Gravitas Financial and GBS to the holding company will take the form of a loan, repayable in three years with interest at 0.5 per cent per annum. For every $2-million (U.S.) net positive income generated by the financial company during any fiscal year, Gravitas Financial and GBS will forgive $7.5-million (U.S.) of the loan.

The directors of the financial company have stepped down in favour of the nominees of Gravitas Financial and GBS.

Gravitas Financial owns approximately 76 per cent of the outstanding common shares of Mint. GBS owns a 49-per-cent beneficial interest in the Mint Group.

About The Mint Corp.

Mint is a vertically integrated prepaid card and payroll services provider with its own processing platform, automated teller machine network and proprietary branded card products delivered to unbanked workers in the United Arab Emirates. Mint operates as a payroll card and processing services provider in the UAE through its ownership in Mint Middle East LLC and Mint Gateway for Electronic Payment Services LLC.

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