VANCOUVER, British Columbia, Feb. 01,
2016 (GLOBE NEWSWIRE) -- MPH Ventures
Corp. (TSX-V:MPS) (OTCBB:MPSFF) (Frankfurt:IJA2) (the
"Company") is pleased to announce a proposed Change of Business
("COB") which, subject to regulatory acceptance, will see the
Company transition from a Resource Issuer to a Technology
Issuer.
MPH Ventures Corp. is a Tier 2 TSX
Venture listed company formed under the laws of the Province of
British Columbia, its primary focus has been the exploration and
development of mineral exploration properties located in
northwestern Ontario.
MPH Ventures' new business will
commence through the acquisition of the remaining 80% interest in
Travelucion S.L. ("Travelucion"), from Steve Marshall, a Canary
Island resident and principal operator of Travelucion.
Travelucion is a privately owned limited liability company formed
under the laws of the Canary Islands, Spain.
Travelucion is an online travel
and digital marketing company that specializes in travel marketing,
electronic reservations and online booking solutions for
international visitors to Cuba.
The COB will be accomplished
through:
-
the acquisition of the remaining 80% interest in
Travelucion S.L. not currently owned ("The Acquisition")
-
the assembly of an experienced team of
management professionals ("The Team")
-
a name change to Cuba Ventures Corp. to reflect
the new business ("Name Change")
The
Acquisition
On July 8, 2015, MPH Ventures
announced it had signed a Definitive Agreement with Steve Marshall,
the shareholder of Travelucion S.L. pursuant to which the Company
would acquire 20% of the shares of Travelucion S.L. in exchange for
4,000,000 common shares of MPH Ventures and CAN$100,000 in cash
with an option, for a period of eight months, to acquire the
remaining 80% of the shares of Travelucion S.L. by the issuance of
a further 16,000,000 common shares of MPH Ventures.
On negotiation of the acquisition,
Steve Marshall was arm's length to the Company and its directors,
officers and insiders.
On October 20, 2015, the Company
completed the acquisition of a 20% interest in Travelucion S.L. by
the issuance of 4,000,000 common shares of MPH Ventures at a deemed
price of $0.05 per share and the payment of CAD $100,000 to Steve
Marshall, the selling shareholder of Travelucion S.L..
On February 01, 2016, MPH Ventures
gave notice to Travelucion S.L. of its intention to exercise its
option to acquire the remaining 80% of the shares of Travelucion
S.L..
The acquisition is subject to TSX
Venture Exchange acceptance.
The
Business
The COB is through the acquisition
of the remaining 80% of the shares of Travelucion S.L. not
currently owned by MPH Ventures.
Travelucion owns one of the most
significant portfolios of Cuba focused web properties and domains
that have been promoting Cuba and offering online travel services
to the Caribbean nation since 1995. Travelucion's revenues have
been increasing in the wake of the notable shift in American policy
towards Cuba as diplomatic relations between the two nations has
now normalized and with travel restrictions on Americans visiting
Cuba starting to gradually relax. Travel restrictions that make it
difficult for most Americans to visit the Caribbean island remain
in place but new rules put in place by U.S. President Obama has
made it much easier for permitted Americans to
visit Cuba than it has been for the last
half-century.
Travelucion owns 432 web assets
popularizing Cuban Culture, Music, Celebrities, over sixty major
tourist destinations, Golf, Banking and Commerce which collectively
generate over 30 million page-views per year. Through legacy
agreements with Cuba's largest travel companies, Travelucion's
emblematic e-commerce brands like Havanatur.com, Cuba VIP and
GoCuba provide the company with access to a broader and more
diverse portfolio of national travel and tourism packages in Cuba
than any other travel provider. Travelucion is also uniquely
established to handle the travel requirements of qualified U.S.
travelers to Cuba. This allows permitted U.S. travelers, in
addition to non-U.S. travelers, the ability to book online hotel
and spa accommodations or create Cuban travel packages with
exclusive private home rentals, exotic/antique car services and
access to a multitude of guided or self-discovery tours across
Cuba.
Travelucion's unaudited financials
for the 12 month period from January 1st to
December 31st, 2014 show a
net income of CDN $6,177.00 on sales net of cancellations and
reductions of CDN $672,116.00. Travelucion's unaudited financials
for the 9 month period January 1st to
September 30th, 2015 show a
net income of CDN $60,311.00 on sales net of cancellations and
reductions of CDN $1,071,833.00. Of particular note is the rapid
growth in the net sales numbers over the last few years. This
growth in travel booking sales has continued for the last quarter
of 2015 as well as for January of 2016.
Travelucion plans to increase its
revenues further by enhancing its corporate profile through
additional marketing and by focusing on Canadian and American
travelers. The majority of Travelucion's current sales are from
Europe and South America yet Americans represent 34% of visitors to
Travelucion's websites but account for less than 3% of the
company's revenue. The company plans to establish relationships and
partnerships with large North American travel companies and
suppliers including cruise lines, water sports companies, and
medical tourism as well as ecotourism suppliers. MPH and
Travelucion will also overhaul and modernize the 432 websites that
currently generate over 30 million page-views per year that drive
traffic to Travelucion's booking platform to further monetize this
online traffic. In addition, the company will continue to build on
its 150 private home (Casa Particulars) rental listings using a
model similar to that of Airbnb and HomeAway, as well as its
taxi/historic private car rental services.
The
Team
Jim Pettit:
President, CEO and Director
Jim Pettit, a North Vancouver, BC
resident, has been a director of MPH Ventures since January of 2002
and was appointed President and Chief Executive Officer in 2004. He
is currently serving on the board of directors of several publicly
traded companies and offers 25+ years of experience within the
industry specializing in finance, corporate governance, executive
management and compliance. Jim was previously Chairman and CEO of
Bayfield Ventures Corp. which was bought by New Gold Inc. in
January 2015.
Steve
Marshall: President, CEO of Travelucion S.L.
Steve Marshall, a Canary Island
resident, is the President and CEO of Travelucion and the owner of
the remaining 80% interest in Travelucion and its Cuban web
domain/asset portfolio. He is a trilingual entrepreneur
specializing in international marketing and deal brokering having
successfully adapted to varied world markets throughout his career
directing marketing campaigns in Spain, France, Russia, Moldova,
Ukraine and Cuba including a multinational timeshare company and a
multilevel digital marketing corporation. Mr. Marshall spent 11
years in Cuba specializing in Cuban joint ventures and successfully
founded a number of companies including, Primeras Inversiones,
(Havana Free Zone), first State approved real estate joint venture
- CIMEX, Dimension W-Tech start-up joint venture with the Ministry
of Communications, and the first Cuba-centric online marketing
company handling over 30 million annual internet visitors with the
Ministry of Tourism. Steve's past Cuban ventures have received
coverage in the Financial Times, BBC News, CNN, Time Magazine,
Washington Post, Chicago Tribune, and The Wall Street Journal.
Steve was a special advisor to a number of Cuban corporations
spearheading their entrance into the new economy and providing
support and investment in a range of commercial sectors. He is
knowledgeable concerning the idiosyncrasies of dealing with the
Cuban Government and Cuba's foreign investment laws.
Don Myers:
Director
Don Myers, a Vancouver, BC
resident, has served as a non-executive Director and audit
committee member of MPH Ventures Corp. since September 2005. Mr.
Myers is the Director of Corporate Communications at 98 Corporate
Group Resources Ltd. which provides public company administrative
management services including venture capital financing, business
development, accounting and corporate communications. He is
currently serving on the board of directors of three companies and
manages the investor relations and corporate communications of four
publicly traded mineral exploration and development companies. He
has 30 plus years of experience in public company management and
investor relations having helped raise over $350 million in venture
capital for resource and technology companies listed on the TSX
Venture, NASDAQ and Toronto Stock Exchanges.
Amanda Chow,
CPA, CMA: Director
Amanda Chow, a Burnaby, BC
resident, has served as an independent Director and audit committee
member of MPH Ventures Corp. since November 2005. Ms. Chow is a
Chartered Professional Accountant (CPA, CMA) and a graduate of
Simon Fraser University where she earned her Bachelor of Business
Administration degree. She began working with public companies in
1999.
Name
Change
MPH Ventures Corp. board of
directors has approved a name change to Cuba Ventures Corp. to
better reflect the Company's new business direction.
Private
Placement
MPH Ventures announces a
non-brokered private placement of up to 10,000,000 units (the
"Unit") at a price of $0.05 per unit to raise proceeds of up to
$500,000. Each Unit will consist of one common share and one half
of one non-transferable share purchase warrant (the "Warrant").
Each whole Warrant will entitle the holder to purchase one
additional common share, for a period of two years, at a price of
$0.075 per share.
The proceeds will be used for the
aforementioned growth opportunities and corporate developments with
Travelucion, as well as for general working capital purposes.
A finder's fee of 7% in cash and
7% in non-transferable warrants (the "Finder's Warrants") may be
paid in connection with part of this private placement. Each
Finder's Warrant will entitle the finder to purchase a common share
at a price of $0.075 per share for a period of two years from the
closing date of the private placement.
The private placement is subject
to TSX Venture Exchange acceptance.
Sponsorship
MPH Ventures will apply to the TSX
Venture Exchange for a waiver of the requirement to engage a
sponsor with respect to the COB; however, there is no assurance
that a waiver will be granted. The Company intends to include any
additional information regarding sponsorship in a subsequent press
release.
Shareholder
Approval
The Company intends to apply to
the TSX Venture Exchange for a waiver of the shareholder approval
requirement for a COB pursuant TSX Venture Exchange Bulletin dated
March 30, 2015.
Trading
Halt
MPH Ventures common shares are
currently halted and the Company anticipates they will remain
halted until the documentation required by the TSX Venture Exchange
for the proposed COB can be provided to the Exchange.
About MPH
Ventures Corp.:
MPH Ventures has acquired a 20%
interest in Travelucion S.L., an online travel digital media
company and has given notice of its intention to acquire the
remaining 80% interest, subject to TSX Venture Exchange approval.
Travelucion is a cash-flow positive online travel digital media
company that specializes in travel marketing, electronic
reservations and online booking solutions for international
visitors to Cuba. Travelucion owns one of the most significant
portfolios of Cuban focused web assets, through 432 sites, which
collectively generate over 30 million page-views per year and
direct traffic to the main Travelucion booking site.
For further information on MPH
Ventures Corp. (TSX-V:MPS) visit the Company's website at
www.mphventurescorp.com.
MPH Ventures Corp. has approx.
33.3 million shares issued and outstanding.
MPH VENTURES CORP.
"Jim Pettit"
______________________________
JAMES G. PETTIT
President & CEO
For further information contact
myself or:
Don Myers
MPH Ventures Corp.
Director
Telephone: 604-687-3376
Toll Free: 800-567-8181
Facsimile: 604-687-3119
Email: info@mphventurescorp.com
NEITHER THE TSX VENTURE EXCHANGE
NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
CAUTIONARY STATEMENT
Completion of the transaction is
subject to a number of conditions, including Exchange acceptance
and disinterested shareholder approval. The transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the transaction will be completed as
proposed or at all. Investors are cautioned that, except as
disclosed in the Management Information Circular to be prepared in
connection with the transaction, any information released or
received with respect to the COB may not be accurate or complete
and should not be relied upon. Trading in the securities of the
Company should be considered highly speculative.
The TSX Venture Exchange has in no
way passed upon the merits of the proposed transaction and has not
approved nor disapproved of the contents of this press release.
READER ADVISORY
Statements in this press release
may contain forward-looking information including, statements
regarding the contemplated COB and private placement. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of MPH Ventures. Factors that could
cause the actual results to differ materially from those in
forward-looking statements include, failure to obtain regulatory
approval, the continued availability of capital and financing, and
general economic, market or business conditions. The reader is
cautioned not to place undue reliance on any forward-looking
information. There can be no assurance that the proposed change of
business or private placement will be completed or, if completed,
will be successful. Please see the public filings of the Company
at www.sedar.com for further information.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: MPH Ventures Corp. via Globenewswire
HUG#1982914
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