Frequently asked questions by investors

Are Shareholders of OLB entitled to appraisal rights in connection with the Spin-Off Distribution?

No. Shareholders of OLB are not entitled to appraisal rights in connection with the Spin-Off Distribution.

How will fractional common shares and Class A shares be treated in the Spin-Off Distribution?

Fractional common shares and Class A shares will not be distributed. Instead, for registered shareholders, the distribution agent will aggregate fractional common shares into whole shares, sell such whole shares in the open market at prevailing rates promptly after our common shares commence trading on NASDAQ, and distribute the net cash proceeds from the sales, net of brokerage fees and other costs, pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution (net of any required withholding for taxes applicable to each holder). Holders of OLB common stock that hold their shares through a bank, broker, or nominee shall receive cash in lieu of fractional common shares, if any, determined in accordance with the policies of such bank, broker, or nominee. OLB will pay cash to each holder who would otherwise have been entitled to receive fractional Class A shares in the distribution. If an OLB shareholder holds fewer than ____shares of OLB common stock as of the record date, it will not receive any of our common shares, it will not receive any of our shares of common stock; however, the shareholder will receive a cash distribution from our distribution agent representing the proceeds from the sale of the fractional common shares to which the shareholder is entitled, net of brokerage fees and other costs. See “Business – Mechanics of the Spin-Off Distribution.” for a more detailed explanation. If you receive cash in lieu of fractional common shares and Class A shares you will not be entitled to any interest on the payments. The receipt of cash in lieu of fractional common shares and Class A shares generally will be taxable to the recipient OLB shareholders that are subject to U.S. federal income tax as described in “Tax Considerations” below.

What do I have to do to receive my DMINT common shares and Class A shares?

No action by you is required. If your shares of OLB common stock are held in a brokerage account, the DMINT common shares distributed to you will be credited to that account. If you hold shares of OLB common stock in certificated or book entry form, your ownership of DMINT common shares will be recorded in the books of our transfer agent and a statement evidencing your ownership will be mailed to you. Certificates representing DMINT common shares will not be issued in connection with the Spin-Off Distribution, but we may elect to issue certificates in the future. We will issue certificates representing the Class A shares.

 

How will I receive DMINT common shares and Class A shares?

OLB will deliver 100% of the issued and outstanding common shares and Class A shares to the distribution agent. Transfer Online, Inc. will serve as distribution agent in connection with the Spin-Off Distribution and as transfer agent and registrar for DMINT common shares and Class A shares. See “Business – Mechanics of the Spin-Off Distribution.”

What are the U.S. federal income tax consequences to me of the Spin-Off Distribution?

We believe that the Spin-Off Distribution generally will be taxable to our shareholders for U.S. federal income tax purposes. See “Tax Considerations – U.S. Federal Income Tax Treatment of the Spin-Off Distribution’’ below. For U.S. federal income tax purposes, our distribution of common shares and Class A shares and cash in lieu of fractional shares to you in the Spin- Off Distribution is not expected to qualify as a tax-free corporate division for U.S. federal income tax purposes and as a result is expected to be treated like other distributions from OLB. Consistent with this expected treatment, the total value of this Spin- Off Distribution, as well as your initial tax basis in our shares, will be determined by the trading price of our common shares at the time of the Spin-Off Distribution. A portion of the value of this Spin-Off Distribution will be taxable to you as a dividend, to the extent of OLB’s current and accumulated earnings and profits as determined for U.S. federal income tax purposes, and the remainder, if any, will be a reduction in the adjusted tax basis in your shares of OLB common stock. The tax treatment of the Spin-Off Distribution is discussed in further detail below in “Tax Considerations.” You are urged to consult your own tax advisor to determine the particular tax consequences of the Spin-Off Distribution to you in your specific circumstances, including the applicability and effect of any federal, state, local and foreign tax laws.

Will my OLB shares continue to be listed on a securities exchange?

Yes. OLB’s common stock will continue to be listed on the NASDAQ under the symbol “OLB”. The number of shares of OLB common stock you own will not change as a result of the Spin-Off Distribution.

Will DMINT common shares and Class A shares be listed on a securities exchange?

DMINT will apply to list its common shares on the NASDAQ. There is no established trading market for the Class A shares and we do not expect a market to develop. We do not intend to apply for a listing for the Class A shares on any securities exchange or other nationally recognized trading system.

What are the reasons for the Spin-Off Distribution?

OLB is currently a FinTech company that focuses on a suite of products in the merchant services and payment facilitator verticals and seeks to provide integrated business solutions to merchants throughout the United States. In addition, in 2021, it began to explore Bitcoin mining as a separate business segment. The separation began with the formation of DMINT as a new holding subsidiary company of OLB. OLB believes that its lines of business are not accurately valued in the capital market, and the Spin-Off Distribution will enable each company (OLB and DMINT) to increase its business focus, alleviate market confusion and attract new investors.

In determining whether to effect the Spin-Off Distribution, the board of directors of OLB considered the costs and risks associated with the transaction, including those associated with preparing DMINT to become a separate publicly traded company and the possibility that the trading value of the two separate entities after the Spin-Off Distribution may be less than the trading value of OLB’s common stock before the Spin-Off Distribution. Notwithstanding these costs and risks, the board of directors of OLB determined that a spin-off, in the form contemplated by the Spin-Off Distribution is in the best interests of OLB and its stockholders.

What will the relationship between OLB and DMINT be after the Spin-Off Distribution?

After the Spin-Off Distribution, OLB does not expect to own any of the DMINT common shares or otherwise have an ownership interest in DMINT. OLB and DMINT will be separate publicly traded companies, although, at the time of the Spin- Off Distribution, some of the directors and officers of DMINT will hold similar positions at OLB.

What are the DMINT common shares and Class A shares worth?

The value of our common shares will be determined by their trading price after the Spin-Off Distribution. The value of the Class A shares shall be valued the same as the common shares due to the fact that they will convert into common shares automatically on the 180-day anniversary of the Distribution Date. We do not know what the trading price of the common shares will be and we can provide no assurance as to value.

Are there any restrictions on sales of the common shares and Class A shares I receive?

There will not be any restrictions on sales of the common shares. The Class A shares distributed to each of the shareholders of the Company will be restricted from sale in the public market for a period of six months commencing on the Distribution Date. On the 180-day anniversary of the Distribution Date, the Class A shares shall automatically convert into common shares, which shall have no restrictions on sales.

How many DMINT common shares and Class A shares will I receive?

OLB will distribute to you DMINT common shares and DMINT Class A shares for every share of OLB common stock that you own as of the close of business on , 2025, the record date (the “Spin-Off Distribution”). It is anticipated the owner of Series A Preferred Stock will receive a pro-rata issuance of common shares in the Company based on the as-converted number of shares of preferred stock.

Is the company seeing revenue increases in its bodega business?

Yes. With the ownership transition and rebranding to MOOLA CLOUD, we are seeing increased revenues throughout our growing network. We anticipate a significant boost in both revenues and locations at the beginning of the year with the integration of new mobile services and the launch of NEW digital products and prepaid cards.

What is the current insider ownership?

Current ownership of insiders is around 40.06%

Is OLB Group selling all the bitcoin being mined or is the company holding any on its balance sheet?

We currently sell the bitcoin we mine. once the company gets effective and trade on its own we plan to keep a part of the bitcoin in the balance sheet. One DMint is spun off to OLB shareholders and begins to trade separately, we plan to retain a portion of Bitcoin production on the balance sheet.

When can OLB Group shareholders expect the previously announced stock dividend of DMint?

As soon as we clear all the comments from the SEC we will be able to announce a shareholder of record date for the stock dividend.

What is the current status of the litigation with Clear Fork Bank?

The Company is engaged in ongoing litigation with FFS Data relating to a breach of contract in connection with the Acquired Merchant Portfolio, whereby the Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio. and FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio,. In addition, in connection with the litigation with FFS, the Company has also made a claim against Clear Fork Bank (the “Bank”), the payment processing bank for the Acquired Merchant Portfolio, for damages the Company suffered as a result of having to cease processing transactions for the merchants underlying the Acquired Merchant Portfolio. The Bank has filed a counterclaim for fees incurred by it in connection with the transactions processed since the acquisition of the Acquired Merchant Portfolio by the Company.

What exchange would DMint be listed on?

After clearing all the comments from the SEC, we plan to list on Nasdaq.the process has been started already ????

What is the current Public Float?

The current public float is 1,080,000 shares

How many bitcoin miners are currently actively mining Bitcoin?

Over 300 Antminer S19j PRO machines installed and mining Bitcoin.

Safe Harbor Statement

All statements from DMint, Inc. in this FAQ that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements concerning the impact of COVID-19 on our operations and financial condition, the CBD and related products marketplace, our ability to implement our proprietary merchant boarding and CRM system and to roll out our Omni Commerce and SecurePay applications, including payment methods, to our current merchants and the integration of our secure payment gateway with our crowdfunding platform. While the Company’s management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include statements regarding the expected revenue and income for operations to be generated by DMint, Inc. For other factors that may cause our actual results to differ from those that are expected, see the information under the caption “Risk Factors” in the Company’s most recent Form 10-K and 10-Q filings, and amendments thereto, as well as other public filings with the SEC since such date. The Company operates in a rapidly changing and competitive environment, and new risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statement.

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