MPT Midpoint Holdings Ltd

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Midpoint Holdings Ltd., formerly Javelina Resources Ltd. ("Midpoint"), (TSX
VENTURE:MPT) a capital pool company listed on the TSX Venture Exchange (the
"TSXV"), is pleased to announce that it has completed its qualifying
transaction, acquiring all the issued shares of BuyFX Ltd. ("BuyFX") through the
amalgamation of Midpoint's wholly-owned subsidiary ("Subco") with BuyFX.
Pursuant to the amalgamation of BuyFX and Subco, Midpoint issued 36,169,160
common shares ("Common Shares") in its capital to the former BuyFX shareholders
(the "Transaction"). 


BuyFX

BuyFX is a private company incorporated pursuant to the laws of Bermuda. BuyFX
operates a peer to peer foreign exchange matching platform through its
wholly-owned UK subsidiary, Midpoint & Transfer Ltd. ("Midpoint & Transfer").
The platform allows any registered and authorised individuals or companies to
conduct foreign exchange transactions for a transparent fee at the Interbank
midpoint or mid-market rate, through its website www.midpoint.com. 


Offering

Prior to completing the Transaction, Midpoint completed a concurrent brokered
equity financing of $1,500,000 (the "Offering") through the issuance of
6,000,000 subscription receipts (the "Subscription Receipts"). Upon closing of
the Transaction, each Subscription Receipt automatically converted into a unit
(a "Unit") of Midpoint. Each Unit consists of one Common Share and one Common
Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof
to purchase one Common Share on or before April 15, 2015, at a price of $0.35
per Common Share for the first 12 months of the term of the Warrant and $0.50
per Common Share for the second 12 months, provided that, if the closing price
of the Common Shares on the TSXV is equal to or greater than $0.55 per Common
Share during the first 12 months, or $0.85 per Common Share for the second 12
months, for a period of 20 consecutive trading days any time after the issuance
of the Warrants, Midpoint may, at its option, accelerate the expiry date of the
Warrants by giving notice to the holders thereof, and in such case, the expiry
date of the Warrants will be the twentieth business day after the date on which
such notice is given by Midpoint.


Midpoint

Following completion of the Transaction, except for Mr. Marc Henderson, all
current officers and directors of Midpoint resigned. The members of the
executive management team and directors of Midpoint are as follows:


John G. Booth LLM, Chairman, Chief Executive Officer and Director - Mr. Booth
has 24 years of international financial markets experience as a banker, broker
and lawyer. He articled with Aylesworth Thompson LLP in 1989 prior to joining
Merrill Lynch International in London in 1990. He has worked with ICAP, CIBC,
ABN AMRO, Climate Change Capital and the World Bank and has co-founded three
finance sector companies - one sold, one merged and BuyFX. Since 2004, he has
been a partner with JAS Financial Products LLP (www.cfiholdings.eu) and serves
as either Non-Executive Chairman or Director of several TSX and TSXV listed
companies.


Michael Hampson, Director & President of Midpoint & Transfer - Mr. Hampson is an
experienced financial service executive with a broad background that includes
managing global payments businesses, technology and operations. He has more than
20 years' experience working for global banks at senior and board level,
including Morgan Stanley, Credit Suisse and ABN AMRO. He left ABN AMRO when they
were acquired by RBS, at which point he was running the Financial Institutions
business for the global transaction banking, payments and trade business. Key
Achievements and roles include: Founder and CEO of Bishopsgate Financial; Global
head of Financial Institutions, Transaction Banking, ABN AMRO; EVP Group
Operations, ABN AMRO; EVP, head of technology Wholesale Banking, ABN AMRO; and
CIO Global Equities, ABN AMRO. 


Bradley Lemkus, Chief Operating Officer of Midpoint & Transfer - Mr. Lemkus has
a broad business experience and has led a number of businesses with turnovers of
GBP 10-100million. He has extensive product and marketing experience in global
markets, with particular focus on the sports and leisure industries. He has
developed markets in all major continents and has been responsible for
developing and sourcing products across Asia and South Africa. Key Achievements
and Roles include: Managing director and Board member Hi-Tec Plc; Set up
ShooShoos business in Europe; Established Hi-Tec in South Africa and led it to
become the No. 2 brand in South Africa during the 90's. In that role, he
developed product ranges and marketing programmes for 85 countries worldwide and
oversaw acquisition financing and consolidation of distributor companies
globally. 


Corbin Comishin CA, Director - Mr. Comishin is a partner in the firm of Comishin
& Astle, Chartered Accountants. He has been in private practice for 15 years and
originally got involved in BuyFX during the 2007 acquisition of Kootenay
Currency Exchange. Corbin sourced much of the third round of investment in BuyFX
and will lead the Audit Committee going forward.


David Moseley CA, Chief Financial Officer - Mr. Moseley graduated from Royal
Roads University with a Bachelor of Commerce in Entrepreneurial Management in
2008. Shortly afterwards, he joined the accounting firm Comishin & Astle Inc.,
Chartered Accountants. In September 2012, Mr. Moseley successfully completed the
Uniform Evaluation (UFE) and obtained his designation as a Chartered Accountant.
Mr. Moseley will devote 30% of his time to the affairs of the Midpoint.


Chris Irwin, Secretary - Mr. Irwin is a partner with Irwin Lowy LLP, a law firm,
and has held this position since January 2010. Prior to such time, he was
President of Irwin Professional Corporation, a law firm, and held this position
since 2006. Mr. Irwin has provided legal services primarily to natural resource
issuers since his call to the bar in 1996, and he serves as a director and/or
officer of several public companies. He holds a Masters of Laws (Osgoode Hall),
a Bachelor of Laws (University of New Brunswick), a Bachelor of Arts (Bishop's
University) and a Certificate in Mining Law (Osgoode Hall).


All directors of Midpoint will hold office until the next annual general meeting
of Midpoint unless they resign prior thereto or are removed by the shareholders
of Midpoint.


Other Information

In accordance with TSXV policies, trading in the Common Shares will remain
halted pending the satisfaction of all applicable requirements of the TSXV. 


The TSXV has in no way passed upon the merits of the proposed Transaction and
has neither approved nor disapproved the contents of this press release.


Cautionary Statements Regarding Forward Looking Information

This press release contains "forward-looking information" within the meaning of
Canadian securities legislation. All information contained herein that is not
clearly historical in nature may constitute forward-looking information.
Generally, such forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity,
performance or achievements of Midpoint, BuyFX or Midpoint & Transfer to be
materially different from those expressed or implied by such forward-looking
information, including but not limited to: (i) the possibility that the
Amalgamation will not be completed; (ii) volatile stock price; (iii) the general
global markets and economic conditions; (iv) the possibility of write-downs and
impairments; (v) the risk associated with development and operations of
technology companies; (vi) the risk associated with establishing ownership of
intellectual property; (vii) competition faced by the Midpoint in securing
experienced personnel and financing; (viii) access to adequate infrastructure to
support operational activities; (ix) risks related to potential conflicts of
interest; (x) the reliance on key personnel; (xi) liquidity risks; (xii) the
risk of potential dilution through the issue of Midpoint common shares; (xiii)
the Midpoint does not anticipate declaring dividends in the near term; (xiv) the
risk of litigation; and (xv) risk management.


Forward-looking information is based on assumptions management believes to be
reasonable at the time such statements are made, including but not limited to,
completion of the Amalgamation, development plans proceeding in accordance with
plans and such plans achieving their stated expected outcomes, receipt of
required regulatory approvals, and such other assumptions and factors as set out
herein. Although Midpoint and BuyFX have attempted to identify important factors
that could cause actual results to differ materially from those contained in the
forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
forward-looking information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
forward-looking information. Such forward-looking information has been provided
for the purpose of assisting investors in understanding Midpoint, BuyFX and the
Midpoint's business and operations and may not be appropriate for other
purposes. Accordingly, readers should not place undue reliance on
forward-looking information. Forward-looking information is made as of the date
of this press release, and Midpoint, BuyFX and Midpoint & Transfer do not
undertake to update such forward-looking information except in accordance with
applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Midpoint Holdings Ltd.
The Exchange Tower
130 King Street West, Suite 3680
Toronto, ON M5X 1B1
Marc Henderson, Director
(416) 573-7363

Midpoint (TSXV:MPT)
Historical Stock Chart
From Oct 2024 to Nov 2024

Midpoint (TSXV:MPT)
Historical Stock Chart
From Nov 2023 to Nov 2024