GINSMS Announces Debt Equity Loan Repayment Agreement

GINSMS Inc.

CALGARY, Alta., Oct. 17, 2022 (GLOBE NEWSWIRE) — GINSMS Inc. (“GINSMS“or the”society”) (TSXV: GOK) is pleased to announce that it has reached an agreement with Joel Siang Hui Chin (“Joel Chin“), director of the Company, for the repayment, by means of an issue of shares, of loans (collectively, the “Loans”) representing an aggregate amount of principal and interest of CAD 3,732,450.73 granted to the Company by Joel Chin (the “Actions for Debt Transaction”).

In order to improve the financial condition of the Company by reducing the indebtedness of the Company and its subsidiaries and increasing its net asset value, the Company has agreed, subject to the approval of the TSX Venture Exchange (the “Swap”), to repay the Loans. Completion of the Equity 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 “Redemption Actions”). This is a non-arm’s length transaction.

Following the closing of the proposed share purchase transaction, GINSMS will have 187,118,368 common shares issued and outstanding. Joel Chin will hold 37,324,507 common shares representing 19.95% of all issued and outstanding common shares of the Company. Joel Chin will also retain loans totaling CAD 145,785.79 in principal to the Group. Xinhua Mobile Limited (“Mobile Xinhua”), the majority shareholder of GINSMS, will continue to own more than 50% of all issued and outstanding shares of the Company following the closing of the proposed share purchase transaction. Specifically, Xinhua Mobile will own 52.29% of all issued and outstanding common shares of the Company.

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

The Equity for Debt Transaction is subject to stock exchange approval. Once issued, Redemption Shares will be subject to a 4 month hold period.

Forward-looking statements

Certain information contained in this press release may contain forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”. , “believes”, or “continue” or the negative thereof or variations thereof 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. In particular, these forward-looking statements are based on management’s estimate of future events based on technological advancements relating to the Company’s services, current market conditions and management’s past experiences regarding how certain contracts will affect income. 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 referred to in the forward-looking statements, including, but not limited to, dependence on major customers, system failures, delays and other issues, increased competition, security and privacy breaches, reliance on third-party software and equipment, adequacy of network reliance, network diversity and backup systems, loss of important information, insurance coverage, capacity limitations, rapid technological changes, market acceptance, declining volume of attractions, retention of key management team members, success of expansion in Chinese and Asian markets, credit risk, consolidation of existing customers, dependence on required licenses, economics and politics in the countries s where the Company does business, conflicts of interest and residency of directors and officers. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause the actions , events or results differ from those expected, estimated or expected. Although the forward-looking statements contained herein are based on what management believes to be reasonable assumptions, the Company cannot assure the reader that actual results will be consistent with such 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 Company undertakes no obligation to update or revise them to reflect new events or circumstances, except as required by law. . Accordingly, readers should not place undue reliance on forward-looking statements. All forward-looking statements contained in this press release are qualified by this cautionary statement.

About GINSMS

GINSMS is a mobile technology and services company that focuses on 2 areas, namely its A2P messaging service and software products and services. GINSMS operates a cloud-based A2P messaging service that enables SMS termination to mobile subscribers from over 200 mobile operators worldwide. GINSMS also develops and distributes innovative software products and services for mobile operators and enterprises and has successfully deployed more than 100 solutions worldwide. GINSMS has offices in China, Singapore, Hong Kong, Malaysia and Indonesia.

For more information, please contact:

GINSMS Inc.
Joel Chin, CEO
Tel: +65-6441-1029
Email: [email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE RELEVANCE OR ACCURACY OF THIS RELEASE.

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