Apr 4, 2023

01/20 04/04/2023 | 03:27am EDT Message : March 31, 2023 1 7 7 8 11 26 27 29 NAME AND FORMATION OF THE FUND MINT Income Fund (formerly Middlefield High Income Trust) ("MINT" or the "Fund") is a closed-end investment trust which was initially established under the laws of Ontario pursuant to a trust agreement (as amended, restated, supplemented or replaced from time to time, the "Trust Agreement") made as of February 28, 1997. Since 2009, the Trust Agreement has been amended as follows. The Trust Agreement was amended and restated on August 12, 2009 to broaden the Fund's investment mandate, including authorizing the Fund to invest in high income producing securities other than income trusts and to make short sales of securities and maintain short positions equal to up to 10% of the net asset value (the "NAV") of the Fund. The Trust Agreement was further amended on September 26, 2009 to change its governing law from the laws of the Province of Ontario to the laws of the Province of Alberta, to change the principal office and the place of administration of the Fund, to permit meetings of holders of the Fund's units ("Unitholders") to be held in Calgary and to permit the use of auditors duly licensed to practise in the Province of Alberta. The Trust Agreement was further amended on October 29, 2009 to change the principal office and the place of administration of the Fund, which was then changed to the current principal office and place of administration by an amendment to the Trust Agreement on December 1, 2009. Additionally, on December 1, 2009, the Trust Agreement was further amended to cure an ambiguity. The Trust Agreement was further amended on January 18, 2010 to cure an ambiguity and also to amend the investment objectives of the Fund to provide Unitholders with the potential for capital appreciation by investing in an actively managed, diversified portfolio comprised primarily of high yielding equity securities, including income trusts as they transition to taxable entities and convert to corporations. The Trust Agreement was amended and restated on June 26, 2013, to, among other things, allow for monthly redemptions and to create a class of trust units called "Class A Units", which were offered pursuant to a prospectus dated July 31, 2013 (as described below). The Trust Agreement was further amended on August 15, 2013 to cure an ambiguity. The Trust Agreement was further amended on March 21, 2017 to allow for the merger of MINT with COMPASS Income Fund and, following completion of such merger, with YIELDPLUS Income Fund. The Trust Agreement was further amended on May 31, 2022 to change its governing law from the laws of the Province of Alberta to the laws of the Province of Ontario and to change the head office and residence of the Fund to the City of Toronto, in the Province of Ontario. Middlefield Fund Management Limited (the successor by amalgamation to MINT Management Limited) was appointed as the manager of the Fund under the Trust Agreement. The amalgamation was effected under the Business Corporations Act (Ontario) on April 30, 2007. Middlefield Fund Management Limited also was appointed as the trustee under the amended Trust Agreement. Pursuant to a deed of appointment and replacement of trustee and pursuant to an assignment and assumption agreement both effective as of December 1, 2009, Middlefield Limited became the trustee (the "Trustee") and manager (the "Manager") of the Fund in replacement for Middlefield Fund Management Limited. The advisor of the Fund is Middlefield Capital Corporation ("MCC" or the "Advisor"). The head office of the Fund is 1 First Canadian Place, 100 King Street West, 58th Floor, P.O. Box 192 Toronto, Ontario, M5X 1A6. Page 1 HISTORY OF THE FUND On March 13, 1997, pursuant to the Fund's prospectus dated February 28, 1997, 9,000,000 units of the Fund (the "Units") were issued at a price of $10.00 per Unit, payable on an instalment basis by way of an initial payment of $6.00 per Unit paid on the closing of the offering and a final instalment of $4.00 per Unit paid on February 26, 1998. On April 17, 1997, an additional 800,000 Units were issued pursuant to the prospectus upon exercise of the over-allotment option granted to the agents who offered the Units for sale. On February 21, 2005, SAGE Management Limited, on behalf of SAGE Income Fund, accepted a proposal made by MINT Income Fund to merge SAGE and MINT. The Unitholders of SAGE approved this merger on April 4, 2005 and SAGE was terminated on April 18, 2005 with MINT being the continuing fund. MINT issued 1.79391453 Units for each SAGE unit held. The exchange ratio was based on the relative NAVs of MINT and SAGE as at the close of trading on the Toronto Stock Exchange ("TSX") on April 15, 2005. On July 10, 2006, pursuant to a rights offering to Unitholders of record on June 12, 2006, 1,211,899 Units were issued at a price of $11.75 per Unit. At a special meeting of Unitholders of MINT held on February 16, 2006, Unitholders voted to approve a special resolution authorizing the board of directors of the Manager to merge or otherwise combine the Fund with one or more other funds, provided that certain criteria for a fund merger are satisfied. Effective May 24, 2007, in accordance with its power granted under the Trust Agreement, Middlefield Fund Management Limited, the manager of MINT at that time, caused MINT to merge with MATRIX Income Fund ("MATRIX"). MATRIX was terminated on May 24, 2007, with MINT being the continuing fund. MINT issued 0.68846815 Units for each MATRIX unit in the merger. The exchange ratio was based on the relative NAVs of MINT and MATRIX as at the close of trading on the TSX on May 23, 2007. On January 15, 2008, pursuant to a rights offering to Unitholders of record on December 12, 2007, 4,588,479 Units were issued at a price of $9.75 per Unit. On January 5, 2009, pursuant to a rights offering to Unitholders of record on November 24, 2008, 4,219,054 Units were issued at a price of $6.50 per Unit. Effective September 25, 2009, in accordance with its power granted under the Trust Agreement, Middlefield Fund Management Limited, the manager of MINT at that time, caused MINT to merge with STaRS Income Fund ("StaRS"). STaRS was terminated on September 25, 2009, with MINT being the continuing fund. MINT issued 1.34864982 Units for each STaRS unit in the merger, or an aggregate of 3,371,368 Units. This exchange ratio was based on the relative NAVs of MINT and STaRS as at the close of trading on the TSX on September 24, 2009. On February 26, 2010, 8,081,774 Units were issued in exchange for the securities of certain issuers listed in the Fund's prospectus dated February 16, 2010. Pursuant to the cash offering in the prospectus, an additional 5,977,299 Units were issued on February 26, 2010. The Units were issued at a price of $9.5519 per Unit under both the exchange and cash offerings. Page 2