Midpoint Holdings Ltd.

TSX VENTURE : MPT


April 26, 2013 15:16 ET

Midpoint Holdings Ltd., Formerly Javelina Resources Ltd., Completes Qualifying Transaction With BuyFX Ltd.

TORONTO, ONTARIO--(Marketwired - April 26, 2013) -

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 £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.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Contact Information

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