"portal asset management" "cryptocurrency hedge fund" or "crypto hedge fund" or "crypto investment fund" or "crypto fund" or "crypto asset management"

Midpoint to Acquire Blockchain Technology Company

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, 2021, pursuant to which the Company proposes to acquire all of the issued and outstanding share capital of Blockchain World Ltd ("BWL") a company focused on building innovative consumer-focused blockchain-based products (the "Transaction"). BWL owns premium domain names Blockchain.eu (Europe) and Blockchain.com.au (Australia) and will be launching new offerings in early 2022.

In consideration for the Transaction, Midpoint proposes to issue 10,000,000 common shares (the "Consideration Shares") to the existing shareholders of BWL (collectively, the "Vendors"). The Consideration Shares will be subject to restrictions on resale until the date which is six (6) months from the closing date of the Transaction.

In addition to the Consideration Shares, the Vendors will also be entitled to receive the following additional common shares (the "Performance Shares") subject to the satisfaction of the following performance milestones:

(a) 5,000,000 Performance Shares will be issuable to the Vendors upon the official launch of the website domain "blockchain.com.au" (or such earlier date as mutually agreed upon by the parties), in the event such official launch occurs within 9 months of the closing date of the Transaction;

(b) 5,000,000 Performance Shares will be issuable to the Vendors upon the official launch of the website domain "blockchain.eu" (or such earlier date as mutually agreed upon by the parties), in the event such official launch occurs within 9 months of the closing date of the Transaction;

(c) 5,000,000 Performance Shares will be issuable to the Vendors upon the achievement by BWL of CTV or AUM of no less than $20,000,000 within 24 months of the official launch; and

(d) 5,000,000 Performance Shares will be issuable to the Vendors upon the achievement by BWL of CTV or AUM of no less than $50,000,000 within 30 months of the occurrence of the official launch.

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

"AUM" means the total amount of digital currency held by the custodial wallet of all customers of BWL, as calculated on the last business day of any particular month based on the average market price of the applicable currency during such day.

BWL was founded by Domenic Carosa as a B2C ("Business to Consumer") blockchain-focused product organization. Domenic is a highly regarded entrepreneur and early adopter of blockchain technology. Notably, he is the Founder and Chairman of Banxa Holdings Inc. (TSXV: BNXA) and Cryptocurrency fund Apollo Capital. Through Domenic's stewardship, Banxa has achieved significant transactional revenue growth alongside increased partnership roll-outs. Upon successful completion of the Transaction, Domenic Carosa will join the Midpoint board of directors and Derek Ivany will step down as a director to accommodate the appointment.

Commenting on the Transaction, Midpoint President Derek Ivany stated, "We are very pleased to have consummated this Transaction with Dom and his innovative company. It has been one of our stated corporate goals to augment our consumer-facing business with applicable blockchain technology. As such, we believe that this Transaction represents a very compelling opportunity to take Midpoint into the digital asset space in order to assist in building shareholder value in 2022 and beyond. The addition of Domenic Carosa will further bolster Midpoint's board with highly relevant blockchain and cryptocurrency experience that will be vital as the Company moves forward in this arena. Midpoint's ability to tap into Domenic's vast network within the digital asset sector will be of tremendous value as the Company assesses further product expansion and partnership opportunities."

Domenic Carosa commented, "I'm looking forward to working with the Midpoint team in order to expand their presence in the blockchain space. I see significant opportunities to leverage their consumer-facing foreign exchange platform that has been the backbone of their business. One of my first priorities will be to help build the internal blockchain capabilities and then oversee the execution of the strategy."

According to Markets and Markets, from 2020 - 2025 the global blockchain market size is expected to grow at a CAGR of 67.3%, reaching $39.7 billion by 2025. Further, according to Statista, the financial sector currently accounts for more than 60% of blockchain's worldwide market value. In line with these potentially accelerating market trends, Midpoint believes there is an opportunity to capture synergies between its existing foreign exchange platform and the blockchain business of BWL. Midpoint's core competency in the consumer-facing foreign exchange space lends itself to expansion via broadened scope and potential product offerings within the digital asset sector.

The Company is at arms-length from each of BWL, and the Vendors. In connection with completion of the Transaction, the Company does not expect to assume any material liabilities, nor does it expect to devote the majority of its working capital or resources to the development of BWL. As a result, the Transaction does not constitute a fundamental acquisition for the Company, within 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 finder's fees or commissions are payable in connection with the Transaction.

About Midpoint

Headquartered in London, UK, Midpoint is an FCA authorized payments institutions specializing in cross-border payments and foreign exchange. SMEs, overseas professionals, property owners, foreign students, individuals, and anyone involved in international payments use Midpoint for transparent, multi-party, multi-currency services. Midpoint currently handles transactions in 27 currencies with the ability to collect and transfer across over 200 countries. This highly secure platform provides customers with the most cost-effective F.X. at the Midpoint of the interbank buy/sell rate, therefore removing the spread as well as hidden costs and fees.
Midpoint Holdings Limited is listed on the TSX Venture Exchange and cross-listed on the Frankfurt Stock Exchange.

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

For further information please contact :

Corbin Comishin, CFO David Wong, Chairman
Midpoint Holdings Limited, 22-25 Portman Close, Marylebone,
505 Kootenay Street, Nelson, London W1H 6BS, United Kingdom
British Columbia V1L 1K9, Canada Tel: 0044 20 7448 3082
Tel: 001 250 352 7667 Email: info@midpoint.com

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 of the contents of this news release.

Forward-looking information

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "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 a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing Midpoint and its business and affairs, readers should refer to Midpoint's Management's Discussion and Analysis. Midpoint undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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.


News Provided by GlobeNewswire via QuoteMedia

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SNN Network presents the Planet MicroCap Showcase taking place on May 3-5, 2022, where 88 MicroCap public and private companies will be presenting at Bally's Hotel & Casino in Las Vegas, NV

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"The crypto industry faces a complex web of challenges and barriers that might have discouraged consumers and merchants from making purchases in the past. The launch of our L2 Fiat On-Ramp offers greater accessibility to a whole new audience, breaking down two key entry barriers: high fees and faster processing times. We are honored to be launching this world-leading product as a way to transform the industry," said Banxa CEO Holger Arians.

Banxa is a pioneer in cryptocurrency as it has created its own technology on blockchain and is rapidly expanding. The business offers a market-leading range of currencies and payment methods globally.

Since its January 6th, 2021 IPO, Banxa has gone from strength to strength, growing from 38 to over 200 team members, adding over 31 new coins and additional payment methods, such as SEPA Instant and others. Additionally, the company has accelerated its already rapid onboarding of new partners, securing 103% growth in 2021 alone.

In celebration of this launch, Banxa is offering free purchasing Layer 2 with Optimism, Arbitrum and zkSync for a limited time[2]. User's spread fees will be waived; however, standard payment surcharges will apply, such as credit card transaction fees. This offer is now available to all users on these protocols.

ENDS

About Banxa

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) powers the world's largest digital asset platforms by providing payments infrastructure and regulatory compliance across global markets. Banxa's vision and mission is to build the bridge that provides people in every part of the world access to a fairer and more equitable financial system. Banxa is headquartered in Melbourne, Australia, with European headquarters in Amsterdam, the Netherlands.

For further information, go to www.banxa.com

This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies.

These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance.

Banxa's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Banxa's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties of the Company's business, including: Banxa's assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions, including risks related to COVID-19 and risks that future results may vary from historical results.

Except as required by securities law, Banxa does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

---------------------

ON BEHALF OF THE BOARD OF DIRECTORS
Per: "DOMENIC CAROSA" https://twitter.com/dcarosa
Domenic Carosa
Chairman (1-888-218-6863)

CONTACTS:
Investor Relations:
North America: +1 (604) 609 6169
International: +61 407 790 016
Email: Investor@banxa.com

Lytham Partners, LLC
Ben Shamsian
New York/Phoenix
Email: shamsian@lythampartners.com

Media Contacts:
Dave Malcolm, Chief Marketing Officer
Email: dave.malcolm@banxa.com

Michelle Boland, PR Group
Email: michelleb@prgroup.com.au

News Provided by Newsfile via QuoteMedia

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