Mr. Vishy Karamadam reports

MINT ENTERS INTO DEFINITIVE DEBT RESTRUCTURING AGREEMENT TO REDUCE ITS DEBT BY $39 MILLION

The Mint Corp. has executed a definitive debt restructuring agreement with the holders of substantially all of the Series A debentures and all of the Series C debentures of Mint, pursuant to which the debt under the Series A and Series C debentures is to be reduced to $20-million of restructured Series A debentures from the current combined debt of approximately $59-million.

"Mint has come a long way in the last four years since Gravitas Financial Inc. took a majority equity stake in the company. Over this time, Mint has strengthened its management team, rebuilt its technology platform with significantly enhanced capabilities, gained global certifications from Mastercard and UnionPay, grown its card portfolio and launched important product offerings. This debt restructuring allows Mint to execute on its business plan with a view to generating significant shareholder value. The Mint team would like to thank the debentureholders and Mint's advisers for their efforts in bringing this restructuring to fruition," said Vishy Karamadam, chief executive officer of Mint.

On April 28, 2017, Mint announced that it had entered into a non-binding term sheet with the debentureholders, providing for a restructuring of the debt owing to the debentureholders. The amount owing on the Series A debentures was $49,019,962 in principal plus accrued interest (of which, $48,979,520 in principal plus accrued interest was owed to the debentureholders). The amount owing on the Series C debentures was $10-million in principal plus accrued interest.

The restructuring of the Series A and Series C debentures held by the debentureholders was conditional upon a restructuring of Mint's Series B debentures. In September, 2017, Mint announced the acquisition and redemption of all of the Series B debentures with a total principal amount of $3,330,412.

Under the restructuring agreement, the debt under the Series A and Series C debentures owed to the debentureholders is to be reduced to $20-million of restructured Series A debentures. The 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 common share purchase warrant will be exercisable on or after Jan. 1, 2019, and on or before Dec. 31, 2021, for one common share of Mint at an exercise price of 10 cents. The subscription receipts will become convertible in instalments of two million shares. The first such instalment will become convertible concurrently with the closing of the transactions called for by the restructuring agreement, with additional instalments becoming convertible on March 31, 2018, and every three months thereafter. The subscription receipts will convert on or after the date they become convertible at the election of the holder, and will expire on Dec. 31, 2022, if not converted earlier. The common shares, subscription receipts and warrants, and any common shares issued upon exercise or conversion of the subscription receipts and warrants, will be subject to a four-month hold period from the date of closing. In addition, the common shares received upon exercise of the subscription receipts will be subject to a contractual one-year hold period commencing on the date the subscription receipts become convertible.

In total, Mint will issue up to 45 million shares (including up to 11.7 million shares issuable upon exercise of warrants at an exercise price of 10 cents per share) in exchange for approximately $39-million of debt reduction.

The Series A debt of $20-million is to mature on Dec. 31, 2021, and, commencing on Oct. 1, 2019, will bear cash interest at 10 per cent per annum, payable quarterly. If Mint does not have sufficient funds to pay cash interest when required, the shortfall will be paid by the issuance of subscription receipts convertible into Mint common shares priced at the greater of 95 per cent of the 10-day volume-weighted average price of the common shares preceding the interest payment date and the minimum price permitted by the TSX Venture Exchange for such issuance. Each such subscription receipt will convert, for no additional consideration, into one common share of Mint at the election of the holder, and may be converted within one year from issue. These interest payment subscription receipts, and any common shares issued under them, will be subject to a four-month hold period from the date on which the interest payment subscription receipts are issued. 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).

Mint and the debentureholders have agreed to use commercially reasonable efforts to complete the transactions called for by the restructuring agreement within 30 days. The closing is subject to conditions, including stock exchange approval.

In connection with the restructuring of Mint's Series A, B and C debentures, Gravitas and Mint received strategic and financial advice from Clariti Strategic Advisors, an independent Toronto-based investment banking and strategic advisory firm founded by Rahul Suri.

About The Mint Corp.

Mint is a globally certified payments company headquartered in Toronto, Canada, with its primary business in Dubai, United Arab Emirates. Mint is approved by the UAE Central Bank, Mastercard and UnionPay as a third party payment processor. Mint processes over $1-billion (U.S.) in payroll annually for hundreds of corporate clients, financial institutions and has approximately 400,000 cardholders. Mint's clients include some of the leading blue-chip companies in the UAE.