Midpoint to Acquire Blockchain Technology Company


LONDON, 14 Dec. 2021 (GLOBE NEWSWIRE) – Midpoint Holdings Ltd (TSXV: MPT) (Frankfurt: 8MH1) (“Midpoint” or the “Company”) is pleased to announce that it has entered into a purchase agreement dated December 14 December 2021, whereby the Company proposes to acquire all of the issued and outstanding share capital of Blockchain World Ltd (“BWL”) – a company focused on creating innovative consumer-centric blockchain-based products ( the transaction “). BWL owns the premium domain names Blockchain.eu (Europe) and Blockchain.com.au (Australia) and will launch new offerings in early 2022.

In consideration for the Transaction, Midpoint proposes to issue 10,000,000 ordinary shares (the “Counterpart Shares”) to existing shareholders of BWL (collectively, the “Sellers”). The Counterparty Shares will be subject to resale restrictions until the date which is six (6) months from the date of closing of the Transaction.

In addition to the consideration shares, the sellers will also be entitled to receive the following additional ordinary shares (the “performance shares”) subject to the achievement of the following performance milestones:

(a) 5,000,000 performance shares may be issued to sellers upon the official launch of the website domain “blockchain.com.au” (or at an earlier date mutually agreed upon by the parties), in the case where this official launch takes place within 9 months from the closing date of the Transaction;

(b) 5,000,000 performance shares may be issued to sellers at the official launch of the domain of the “blockchain.eu” website (or at an earlier date mutually agreed upon by the parties), in the event where this official launch takes place within 9 months of the closing date of the Transaction;

(c) 5,000,000 Performance Shares will be issued to sellers upon completion by BWL of CTV or AUM of at least $ 20,000,000 within 24 months of the official launch; and

(d) 5,000,000 performance shares may be issued to sellers upon completion by BWL of CTV or AUM of at least $ 50,000,000 within 30 months of the official launch.

“CTV” means the cumulative gross transaction value of all digital currency transactions processed through the website domains managed by BWL, for a given period, calculated in $ CAD.

“AUM” means the total amount of digital currency held by the custodial portfolio of all BWL clients, as calculated on the last business day of a given month based on the average market price of the applicable currency at the exchange rate. of this day.

BWL was founded by Domenic Carosa as a product organization focused on the B2C (“Business to Consumer”) blockchain. Domenic is a highly regarded entrepreneur and one of the early adopters of blockchain technology. He is notably the founder and chairman of Banxa Holdings Inc. (TSXV: BNXA) and of the Apollo Capital cryptocurrency fund. Through the management of Domenic, Banxa has achieved significant growth in transactional revenues alongside increased partnership deployments. Upon successful closing of the transaction, Domenic Carosa will join Midpoint’s board of directors and Derek Ivany will step down as a director to reflect the appointment.

Commenting on the transaction, Midpoint President Derek Ivany said, “We are very pleased to have completed this transaction with Dom and his innovative company. As such, we believe this transaction represents a very exciting opportunity to bring Midpoint into the digital asset space to help create shareholder value in 2022 and beyond. which will be vital as society progresses in this area. Midpoint’s ability to tap into Domenic’s vast network in the digital asset industry will be invaluable as the company assesses new opportunities for product expansion and partnership.

Domenic Carosa commented, “I look forward to working with the Midpoint team to expand their presence in the blockchain space. I see significant opportunities to leverage their consumer-oriented FX platform that has been the backbone of their business. My first priority will be to help develop internal blockchain capabilities and then oversee the execution of the strategy. “

According to Markets and Markets, from 2020 to 2025, the global blockchain market size is expected to grow at a CAGR of 67.3%, reaching $ 39.7 billion by 2025. Additionally, according to Statista, the industry financial currently represents more than 60% of the blockchain. global market value. In line with these potentially accelerating market trends, Midpoint believes there is an opportunity to seize synergies between its existing forex platform and BWL’s blockchain business. Midpoint’s core competency in the consumer exchange space lends itself to expansion through expanded reach and potential product offerings in the digital asset sector.

The Company is independent from BWL and the Sellers. In completing the Transaction, the Company does not expect to assume any significant responsibilities, nor to devote the majority of its working capital or resources to the development of BWL. Therefore, the Transaction does not constitute a fundamental acquisition for the Company, within the framework of the policies of the TSX Venture Exchange. The Transaction will not result in the creation of a new insider or a change of control of the Company, within the meaning of applicable securities laws.

Completion of the transaction remains subject to the approval of the TSX Venture Exchange and cannot be completed until such approval has been received. No brokerage fees or commissions are payable in connection with the Transaction.

About the midpoint

Based in London, UK, Midpoint is an FCA authorized payments institution specializing in cross-border payments and foreign exchange transactions. SMEs, foreign professionals, owners, foreign students, individuals and anyone involved in international payments use Midpoint for transparent, multi-party and multi-currency services. Midpoint currently manages transactions in 27 currencies with the ability to collect and transfer to over 200 countries. This highly secure platform offers clients the most profitable currencies at the midpoint of the interbank buy / sell rate, thereby removing the spread as well as hidden costs and fees.
Midpoint Holdings Limited is listed on the TSX Venture Exchange and listed on the Frankfurt Stock Exchange.

For more information on Midpoint, please visit: https://www.midpoint.com.

For more information please contact:

Corbin Comishin, Chief Financial Officer David Wong, President
Midpoint Holdings Limited, 22-25 Portman Close, Marylebone,
505 Kootenay Street, Nelson, London W1H 6BS, United Kingdom
British Columbia V1L 1K9, Canada Phone. : 0044 20 7448 3082
Phone: 001 250 352 7667 Email: [email protected]

Neither the TSX Venture Exchange (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 neither approved nor disapproved the contents of this press release.

Forward-looking information

This press release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is often characterized by words such as “plan”, “expect”, “plan”, “intend”, “believe”, “anticipate”, “estimate”, “could”, “Will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to various risks and uncertainties and other factors that could cause actual events or results to occur. differ significantly from those forecast in the forecast – seeking information. For a description of the risks and uncertainties facing Midpoint and its business and affairs, readers should refer to Midpoint’s MD&A. Midpoint assumes no obligation to update forward-looking information if circumstances or management’s estimates or opinions change, except as required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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