Frequently asked questions by investors
No. Shareholders of OLB are not entitled to appraisal rights in connection with the Spin-Off Distribution.
Fractional common 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. 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 you will not be entitled to any interest on the payments. The receipt of cash in lieu of fractional common 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.
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.
OLB will deliver 100% of the issued and outstanding common 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. See “Business – Mechanics 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 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.
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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