Ms. Kym No reports

MINT ANNOUNCES INTENTION TO MAKE OFFER TO SERIES B DEBENTUREHOLDERS

The Mint Corp. intends to make a offer to the holders of its Series B debentures pursuant to which Mint will offer to acquire those debentures for cancellation on the terms set forth in this news release.

Background

On April 28, 2017, Mint announced that it had entered into a non-binding term sheet with the holders of substantially all its Series A debentures and all of its Series C debentures. The term sheet provides for a restructuring of the debt owing to the senior debentureholders. At the same time, Mint announced a proposed restructuring of its Series B debentures.

Mint has three outstanding debenture series. The amount owing on the Series A debentures is $49,019,962 in principal plus accrued interest (of which, $48,979,520 in principal plus accrued interest is owed to the senior debentureholders). The amount owing on the Series B debentures is $3,452,000 in principal, plus accrued interest and bonus interest totalling $1,170,464 as of the maturity date of March 7, 2017. The amount owing on the Series C debentures is $10-million in principal plus accrued interest.

Mint has previously announced its inability to make payments on the Series A, Series B and Series C debentures.

Series A and Series C debt restructuring

Under the term sheet, the debt under the Series A and Series C debentures owed to the senior debentureholders is to be reduced to $20-million of Series A debentures. The senior debentureholders will also receive: (a) 17.3 million common shares of Mint, (b) 11.7 million common share purchase warrants of Mint and (c) subscription receipts to acquire, for no additional consideration, 16 million common shares of Mint. Each warrant will be exercisable after two years and on or before the maturity date of the Series A debt for one common share of Mint at an exercise price of 10 cents. The subscription receipts will automatically convert into two million common shares of Mint, without payment of additional consideration, at the end of each of the first eight three-month periods following the restructuring of the Series A and Series C debentures (subject to adjustment if any of the Series A debt is prepaid prior to that conversion date).

The Series A debt is to mature on Dec. 31, 2021, and bear interest at 10 per cent per annum, commencing on the second anniversary of the restructuring of the Series A and Series C debentures, and payable quarterly thereafter. If Mint does not have sufficient funds to pay cash interest when required, the shortfall will be paid by the issuance of common shares of Mint, priced at the greater of a 5-per-cent discount to the 10-day volume-weighted average price of Mint's common shares and the minimum price permitted by the TSX Venture Exchange. The Series A debt and any accrued interest will become due and payable in cash within 30 days following a change of control of Mint (other than through a treasury issuance).

Series B debt restructuring

The proposed restructuring of the Series B debentures that was announced on April 28, 2017, was on the following terms, which reflected substantially similar economic terms (pro rata) as the restructuring agreed under the term sheet with the senior debentureholders.

For every $1,000 of principal and interest (including bonus interest) owing to a holder on the maturity date of March 7, 2017, the holder would receive 750 common shares of Mint plus $340 principal amount of new secured Series B debentures. The new Series B debentures were to have the terms described in Mint's April 28, 2017, news release.

Since April 28, 2017, Mint has held discussions with several portfolio managers who hold Series B debentures for their clients. Through those discussions, it has become apparent to Mint, among other things, that some liquidity and cash are important factors to consider for the holders of the Series B debentures. Accordingly, and taking into account those discussions and input, and desiring to meet the requirements of the Series B debentureholders, while at the same time offering a restructuring proposal that is on substantially similar economic terms (pro rata) as the restructuring agreed with the senior debentureholders, Mint intends to make an offer for the Series B debentures, which will have the following key terms.

For every $1,000 of principal and interest (including accrued bonus and regular interest) owing to a holder on the maturity date of March 7, 2017, the holder will receive, at the holder's option, either: (a) $150 in cash plus 2,500 common shares of the company; or (b) 4,500 common shares of the company. The common shares of the company issued to holders of the Series B debentures will be subject to a hold period expiring four months and a day after the issuance of the common shares.

By way of example, if a holder held, as at the maturity date, $1,000 face amount of Series B debentures, that holder's principal amount to be restructured would be $1,339.07, which includes bonus and regular interest accrued to the maturity date. Under the terms of the offer, upon cancellation of those Series B debentures, the holder would receive either: (a) under the first option, $200.86 in cash plus 3,348 common shares of Mint, or (b) under the second option, 6,026 common shares of Mint.

Mint's obligation to take up and pay for the Series B debentures will be conditional upon, among other things, at least 66-2/3rds per cent in principal amount of the Series B debentures being deposited prior to the expiry time of the offer. Mint will mail to holders of the Series B debentures an offer document that will, among other things, describe in greater detail the background to the offer, the terms of the offer and the procedural steps for accepting the offer. Also, an information telephone line will be made available for Series B debentureholders who have questions regarding the offer. By accepting the offer (under either option), a Series B debentureholder will also be voting in favour of an amendment to the Series B trust indenture, which will give Mint the right to redeem, in accordance with the default option, the Series B debentures that are not purchased for cancellation under Mint's offer.

The attached table is an illustrative comparison of the economic terms being offered to the senior debentureholders as compared with those being offered to the Series B debentureholders.

                                COMPARISON OF ECONOMIC TERMS

                     Senior debentureholders                 Series B                  Series B    
                                                  debentureholders --       debentureholders --
                                               assuming 100% exercise,   assuming 100% exercise,
                                               cash and shares option              share option
Total face amount 
restructured                     $58,979,520               $3,452,000                $3,452,000 
Interest amount 
capitalized                               $0               $1,170,464                $1,170,464 
Total principal 
amount 
restructured 
(interest 
capitalized as 
above) (A)                       $58,979,520               $4,622,464                $4,622,464 
Common shares 
per $1,000 of 
principal amount 
in (A)                                564.60                    2,500                     4,500
                    (includes upfront shares  
                            plus those under
                       subscription receipts)  
10-cent common 
share purchase 
warrants per 
$1,000 of 
principal amount 
in (A)                                198.37                        0                         0 
Total common 
shares plus common 
share purchase 
warrants per 
$1,000 of 
principal amount 
in (A)                                762.97                    2,500                     4,500 
Cash per $1,000 of 
principal amount 
in (A)                                    $0                     $150                        $0 
Debt remaining per 
$1,000 of principal 
amount in (A)              $339.10 principal                       $0                        $0 
                                      amount
Total common shares 
plus common share 
purchase warrants 
per $1,000 of face 
amount (without 
interest capitalized)                 762.97                    3,348                     6,026 
Cash per $1,000 of 
face amount (without 
interest capitalized)                     $0                  $200.86                        $0 
Debt remaining per 
$1,000 of face amount 
(without interest 
capitalized)               $339.10 principal                       $0                        $0 
                                      amount 

The terms of the offer to the Series B debentureholders have been approved by the senior debentureholders.

Mint is hopeful that the restructurings of its Series A, B and C debentures will be implemented such that Mint can proceed with executing its business plan and creating value for its stakeholders. If these restructurings are not implemented, Mint believes there is not sufficient liquidation value in the company to make any payment on the Series B debentures.

Conditions

The transactions described herein are subject to the conditions specified in Mint's news release of April 28, 2017. In addition, Mint must arrange for financing to finance the costs of the offer to purchase the Series B debentures.

About the Mint Corp.

Established in 2004, Mint is a vertically integrated prepaid card and payroll service provider with its own processing platform, ABM network and proprietary branded card products delivered to unbanked workers in the United Arab Emirates. Mint operates as a payroll card and processing service provider in the UAE through its ownership in Mint Middle East LLC and Mint Gateway for Electronic Payment Services LLC.

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