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GINSMS Announces Agreement for Loan Repayment by Shares for Debt

CALGARY, Alberta, Oct. 17, 2022 (GLOBE NEWSWIRE) -- GINSMS Inc. ("GINSMS" or the "Corporation") (TSXV: GOK) is pleased to announce that it has entered into an agreement with Joel Siang Hui Chin ("Joel Chin"), a director of the Corporation, for the repayment, by way of a share issuance, of loans (collectively, the "Loans") representing an aggregate principal and interest total amount of CAD 3,732,450.73 granted to the Corporation by Joel Chin (the "Shares for Debt Transaction").

In an effort to improve the Corporation's financial position by decreasing the Corporation's and its subsidiaries debt and increasing its net asset value, the Corporation has agreed, subject to the approval of the TSX Venture Exchange (the "Exchange"), to repay the Loans. Completion of the Shares for Debt Transaction will result in the payment of the Loans in exchange for the issuance of 37,324,507 common shares of GINSMS at a price of CAD 0.10 per common share (the "Repayment Shares"). This is a non-arm's length transaction.

Following the closing of the proposed Shares for Debt Transaction, GINSMS will have 187,118,368 common shares issued and outstanding. Joel Chin will own 37,324,507 common shares representing 19.95% of all of the issued and outstanding common shares of the Corporation. Joel Chin will also retain loans having an aggregate principal amount of CAD 145,785.79 granted to the Group. Xinhua Mobile Limited ("Xinhua Mobile"), the controlling shareholder of GINSMS, will continue to hold more than 50% of all of the issued and outstanding shares of the Corporation following the closing of the proposed Shares for Debt Transaction. More specifically, Xinhua Mobile will hold 52.29% of all of the issued and outstanding common shares of the Corporation.

The Shares for Debt Transaction constitutes a "related party transaction" as such term is defined by the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation will be relying on exemptions from the formal valuation and minority shareholder approval requirements set out respectively under sections 5.5(b) and 5.7(1)(b) of MI 61-101. The Corporation will satisfy the conditions of the exemptions given that: (A) its securities are not listed or quoted on one of the specified stock exchanges enumerated in sections 5.5(b) and 5.7(1)(b)(i) of MI 61-101; (B) neither the "fair market value" (as such term is defined under MI 61-101) of the Shares for Debt Transaction, nor the consideration to be received for the Repayment Shares, exceeds CAD 2,500,000, and (C) all independent directors of the Corporation have approved the Shares for Debt Transaction on October 17, 2022.

The Shares for Debt Transaction is subject to the approval of the Exchange. Once issued, the Repayment Shares will be subject to a hold period of 4 months.

Forward Looking Statements

Certain information included in this press release may contain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue" or the negative thereof or variations thereon or similar terminology. These statements are not historical facts, but reflect management's current beliefs and are based on information currently available to management regarding future results and events. Particularly, these forward-looking statements are based on management's estimate of future events based on technological advances relating to the Corporation's services, current market conditions and past experiences of management in relation to how certain contracts will affect revenues. Forward-looking statements, by their very nature, involve significant risks, uncertainties and assumptions.

A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to dependence on major customers, system failures, delays and other problems, increasing competition, security and privacy breaches, dependence on third-party software and equipment, adequacy of network reliance, network diversity and backup systems, loss of significant information, insurance coverage, capacity limits, rapid technology changes, market acceptance, decline in volume of attractions, retention of key members of the management team, success of expansion into Chinese and other Asian markets, credit risk, consolidation of existing customers, dependence on required licenses, economy and politics in countries where the Corporation operates, conflicts of interest and residency of directors and officers. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Corporation cannot assure the reader that actual results will be consistent with these forward-looking statements.

These forward-looking statements are made as of the date of this press release, have been approved by management as of the date hereof and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements. All forward-looking statements contained in this press release are qualified by this cautionary statement.


GINSMS is a mobile technology and services company focusing on 2 areas namely its A2P Messaging Service and its Software Products and Services. GINSMS operates a cloud-based A2P messaging service that allows the termination of SMS to mobile subscribers of more than 200 mobile operators globally. GINSMS also develops and distribute innovative software products and services for mobile operators and enterprises and have successfully deployed more than 100 solutions worldwide. GINSMS has offices in China, Singapore, Hong Kong, Malaysia and Indonesia.

For further information, please contact:

Joel Chin, CEO
Tel: +65-6441-1029
Email: investor.relations@ginsms.com


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News published on 17 october 2022 at 08:00 and distributed by: