News Column

Early Warning press release in connection with exercise of portion of convertible loan issued to The Mint Corporation

August 5, 2014

TORONTO, Aug. 5, 2014 /CNW/ - This press release is being disseminated by Gravitas Financial Inc. ("Gravitas"), 333 Bay Street, Suite 650, Toronto, ON, M5K 2R2, as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report regarding the acquisition of common shares of The Mint Corporation ("Mint"), 2380 Wyecroft Road, Unit 4B, Oakville, ON L6L 6W1.

Gravitas announced today that on July 31, 2014 it exercised its conversion right with respect to the principal amount of $295,412 (the "Converted Amount") of a 12% convertible subordinate secured debenture with Mint in the principal amount of $3.0 million (the "Convertible Loan").  The Converted Amount was converted into 5,908,240 common shares at a price of $0.05 per share, representing 18% of the issued and outstanding common shares of Mint.  Following such conversion, $2,326,508 is outstanding to Mint under the Convertible Loan.

The balance of the Convertible Loan is convertible (the "Conversion Right"): (a) during the period ending November 25, 2014, at a price of $0.05 per share with respect to $1,204,588 (excluding the Converted Amount) and at a price of $0.055 per share with respect to the balance (of which $1,121,920 was advanced on March 29, 2014), and (b) thereafter until November 25, 2015, at a price of $0.10 per share.  Interest is payable on the Convertible Loan at 12% per annum and Gravitas may elect to convert any outstanding interest into common shares, subject to TSX Venture Exchange approval and at the lowest price permitted under stock exchange rules.

Taking into account the change in exercise price on November 25, 2014 and the existing Convertible Amount, and assuming there is no conversion of interest into common shares, Gravitas could exercise the conversion right under the Convertible Loan to receive (a) before November 25, 2014, up to an additional 21,127,199 common shares (representing 27,035,439 common shares or 50.1%  of the common shares after conversion and inclusive of the common shares issued upon exercise of the Converted Amount), and (b) after November 25, 2014, up to an additional 12,701,481 common shares (representing a total of 39,736,919 common shares, being 59.6% of the outstanding common shares, after conversion and inclusive of the common shares issued upon exercise of the Converted Amount).   The above calculations are based on there currently being 26,927,513 common shares of Mint issued and outstanding.  The hold period associated with the Convertible Loan has expired.

Any accrued interest on the Convertible Loan may also be converted into common shares at the greater of the price applicable to the outstanding principal and the Market Price (as determined under TSX Venture Exchange policies) at the time of conversion.  These common shares would be subject to a regulatory resale restriction of 4 months and 1 day from the date of issuance.

This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 100.1(1) of the Act.  The securities were acquired for investment purposes and, subject to the above restrictions, Gravitas may increase or decrease its beneficial ownership or control depending on market or other conditions.

A copy of the Early Warning Report may be found on www.SEDAR.com.

The issuance of this news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.

ABOUT GRAVITAS FINANCIAL INC.

Gravitas is a public financial services, research and analytics company based in Toronto, Canada, which provides capital market services to private and public company clients. Through its portal www.smallcappower.com, it provides information to corporate and individual investors.

SOURCE Gravitas Financial Inc.


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