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Toronto, Ontario - January 21, 2013 - Mint Technology Corp. (TSX Venture: MIT) ("Mint" or the "Company") announces today that it intends to offer up to CAD$4,000,000 of securities by private placement (the "Private Placement"). Subscribers may elect to subscribe for either:
(1)Units comprised of one common share and one-half common share purchase warrant of the Company (the "Units"). One whole warrant is exercisable for one common share on or before the second anniversary of the first closing and upon payment of $0.20. Each unit will be issued for $0.125.
(2)Non-voting convertible preferred shares of the Company (a "non-voting preferred share"). Each non-voting preferred share will be issued for $1,000 per share and will pay a cumulative dividend equal to 10% of the issue price per annum, payable quarterly in arrears. The first dividend payment will be made three months following the first closing of the offering. Shares issued after the first closing will receive a prorated dividend on the first dividend payment date. If the Company is unable to pay the dividend in cash, the Company will have the option to pay the dividend in common shares priced at the volume weighted average price of the common shares of the Company for the 45 days ending seven days prior to the dividend payment date, subject to any requirements of the TSX Venture Exchange. The non-voting preferred shares will be redeemed by the Company 2 years following the first closing and may be redeemed earlier at the election of the Company on not less than 30 days prior written notice.
Each non-voting preferred share will be convertible in common shares of the Company at any time prior to redemption at a conversion price of $0.20 per common share (i.e., 5,000 common shares per non-voting preferred share).
The proceeds from the Offering will be used for growth and working capital for Mint Electronic Payments Systems Inc. and Mint Middle East LLC and general working capital for the Company. The Company has received a commitment for a subscription of $750,000 of Units.
Agents will be entitled to a cash commission of up to 5% of the gross proceeds of the Offering from subscribers introduced by the agent. Mint has also agreed to issue broker warrants (the "Broker Warrants") up to 5% of the gross proceeds of the Offering from subscribers introduced by the agent divided by $0.20. Each broker warrant will be exercisable for one common share on or before the second anniversary of the first closing for an exercise price of $0.20.
Portfolio Strategies Securities Inc. ("PSSI") and M Partners Inc. (the "agents") will act as lead agents with respect to that portion of the Offering sold through the agents or its subagents in Canada and the Offering will be a brokered offering with respect to any portion sold through the agents or their
MINT TECHNOLOGY CORP.
subagents. Any portion of the Offering not sold through the agents or their subagents will be non-brokered. The Private Placement is subject to regulatory approval, including stock exchange approval.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to a "U.S. Persons" as such term is defined in Regulation S under the U.S. Securities Act unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available.
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or our future performance. Forward looking statements include the timing of closing the Offering, the anticipated use of proceeds and the receipt of the required approvals. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements, including the risk that the Company may not receive all necessary approvals to proceed with those transactions and the risk that there may be insufficient demand for the securities being offered. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of Mint believes are reasonable assumptions on the date of this news release, Mint cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and Mint disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
ABOUT MINT TECHNOLOGY CORP
Established in 2004, Mint is the world's first vertically integrated prepaid card and payroll services provider with its own ATM network, payment processing platform and proprietary branded card product delivered to workers in the United Arab Emirates and expanding to other parts of the Middle East. Mint operates through 4 subsidiaries, Mint Middle East LLC, a payroll card services provider; Mint Capital LLC, a financial products distribution company; Mint Global Processing Inc., a fully integrated third party processing platform; and ePAY, a mobile airtime POS and Merchant network solutions business. Mint has 108 employees in 8 offices in UAE (3), Qatar, Jordan, Egypt, USA and Canada where Mint is listed on the TSX Venture Exchange: MIT.
| |MINT TECHNOLOGY CORP.|
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.
For additional information please visit www.mintinc.com or contact: Mint Technology Corp.
Nabil BaderNicole Souadda
President & CEOHead of Compliance and Investor Relations
Tel: +971 506457719Tel: 610-995-2655