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efta-efta00805569DOJ Data Set 9OtherDRAFT —
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DOJ Data Set 9
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efta-efta00805569
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DRAFT —
Work in Progress
Mercantile Global Holdings, Inc.
Investor Presentation
Alp
February 2019
MERCANTILE
GLOBAL HOLDINGS
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
EFTA00805569
Disclosures
Confirm Disclosure
— any revisions?
This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document,
taken together with any such verbal or written comments, is referred to herein as "this presentation." This presentation is
for informational and discussion purposes only. Information contained in this presentation is provided in summary form and
is confidential and proprietary to Mercantile Global Holdings, Inc. ("MGH") and its affiliates. This presentation may not be
disclosed to any party without a written disclosure agreement, and any
sharing of this confidential information to
unauthorized parties may have a material adverse effect on MGH and its affiliates.
•
Nothing in this presentation constitutes, or is intended to be construed as, an offer to issue, allot, sell, or otherwise transfer,
or an invitation, advertisement, solicitation, recommendation, advice, or inducement to invest in or make a commitment to
invest in, any securities, options, other financial instruments or other assets, whatsoever.
•
This presentation contains forward looking statements including statements regarding our intent, belief or expectations.
Forward looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from
those anticipated. Words such as "may," "will? "potential" "should;' "expect" "anticipate "target;' "project," "estimate;'
"intend," "continue," or "believe," or the negatives thereof or similar expressions or terminology are intended to identify
forward-looking statements. Statements in this presentation are made as of the date hereof unless otherwise stated herein.
•
MGH and its affiliates may or may not pursue the strategy as specifically outlined in this presentation and may change
strategy depending on changing market conditions, opportunities, resources, regulations or other factors. Neither MGH nor
any of its affiliates undertake any obligation to furnish additional information or to update, revise or correct any of the
information contained herein. By accepting this presentation, each recipient on their own accord, and on behalf of their
respective business entities, agrees to the foregoing.
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
2
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Speaker Introductions
•
• Team / Speakers to be
discussed
Our team has over 60 years of exchange, banking, and other related experience and has deep knowledge in the
sector from running and operating large predecessor institutions
Bo Collins
Chairman & CEO of
MGH and SJMBT
• Former President of the New York Mercantile
Exchange
• Led NYMEX through transition to electronic
trading and increased market cap from
$600M to $2.7B within 3 years
• Created ClearPort, the first successful OTC
Clearing platform
• In partnership with NASDAQ, launched
International Derivatives Clearing Group in
2008, which was sold to LCH.Clearnet Group
• Serial entrepreneur and well regarded
FinTech executive
Rick Beaman
CEO of SJMX
• Recent CEO of NASDAQ Futures Exchange
(NFX)
• Grew NFX volumes from start-up to the 2n°
largest exchange in Natural Gas Options;
named the 'Fastest Growing exchange in 2017
• Successfully launched TradeSpark Exchange
with Cantor Fitzgerald, which was an early
competitor to ICE
• Served 10 years in the U.S. Navy, and last
served on the Personal Staff for Admiral
William J. Flanagan, Jr. (four star),
Commander in Chief of the U.S. Atlantic Fleet
Nick Varelakis
President & COO of SJMBT and
CFO of MGH
• Previous COO and Interim CFO of Noble Bank
International, an IFE dedicated to facilitating
growth of the digital asset market
• Head of large operational and business
development teams at JP Morgan across
various asset classes
• Director at LCH.Clearnet, Head of Global
Operations for SwapClear, a CFTC registered
DCO
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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Compelling Investment Highlights
To Be Refined
1.) Seasoned and Cohesive
Management Team
2.) Integrated Institutional-
Focused Exchange and
Regulated Bank Entity
3.) Network of Over
150,000+ Global Prop
Traders
4.) Enterprise-Grade
Trading Technology
5.) High Free Cash Flow
Business Model
6.) Growth Opportunities to
Build Operating Scale
• Current management team has over 60 years of exchange, banking and related experience, and key members of
management have worked together or known each other for years
•
CEO Bo Collins was previously the President of New York Mercantile Exchange from 2001-2004; launched the International
Derivatives Clearing Group in partnership with NASDAQ in 2008 (later sold to LCH Clearnet Group)
•
Rick Beaman was formerly the CEO of the Nasdaq Futures Exchange and Vice President of NASDAQ; has been involved in the
exchange, clearing, product development and brokering of energy markets for over 20 years
•
Nicholas Varelakis was formerly the interim CFO and Chief Operations Officer for Noble Bank International; before Noble
Bank, Nicholas was an Executive Director and ran the North American Business Architecture and Transformation Group
Clear focus on providing a comprehensive suite of integrated products geared toward institutional traders as a leading
market differentiator in the exchange space
High importance placed on quality products & services, including low latency connectivity, post-trade settlement
services, variety of custody solutions, and risk analytics and management
Operates regulated bank entity, offering full services in-house and fiat custody while partnering with third-party crypto
custodial solutions
Existing relationship with COG grants access to over 40+ global exchanges, including the CME, CBOT, NYSE, NYMEX, LSE,
LME, Euronext, Tokyo Stock Exchange and others
All existing customers of CQG today will have access to SJMX upon launch and after onboarding process; CQG will also
offer free customer access to CQG's Desktop, Mobile, and FX products
CQG to allow MAX to co-locate in their data centers, allowing for industry-low latency (less than 3 milliseconds a 100
micro-seconds by end of 2019)
Trading technology is programmed to facilitate trades in digital currencies and is already integrated with CQG's existing
institutional trading infrastructure, which has been operating globally for —40 years
• Matching engine can process over 1.5mm transactions per second and has the capacity to support 1,600 listed products for
trading
• Software will be developed so that it can be integrated into existing institutional infrastructure and trading platforms and
will be available as a computer and smartphone application
• Traditional and cryptocurrency trading exchanges have proven to be highly cash generative and a high margin business,
offering flexibility for capital deployment and working capital security
• Strong run-rate profitability may provide investors with multiple exit opportunities at higher valuations in the future
•
Larger publicly-traded global exchange businesses have historically been highly acquisitive to fuel growth
• Numerous acquisition opportunities exist for SJMX to acquire and build operating scale, with a potential to leverage SJMX's
platform for a roll-up strategy
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805572
Table of Contents
DRAFT
1.
Company Overview
[XI
2.
Integrated Exchange & Banking Platform
[XI
3.
Deep Network and Relationships In-Place
[XI
4.
Technology Systems
[XI
5.
Financial Overview
[XI
6.
Key Milestones & Growth Opportunities
[XI
7.
Appendices
[XI
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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MERCANTILE
GLOBAL HOLDINGS
Company Overview
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805574
Company Overview
DRAFT
Mercantile Global Holdings, Inc. ("MGH") is developing an institutional-grade electronic trading platform and integrated banking
platform for digital assets
MERCANTILE
Li
GLOBAL HOLDINGS
San Juan Mercantile Exchange, Inc. ("SJMX")
(Based in Chicago)
Institutional-Grade Exchange Technology
Connected to LIT market, dark pool, and OTC trading
Enterprise-grade matching engine with FIX APIs
Capacity for 1.5 million transactions per second with 3 milliseconds of
latency
Professional Trading Infrastructure
• Connectivity with leading software vendor currently servicing global
financial markets
• Immediate on-ramp for traders
Other Exchanges
San Juan Mercantile Bank & Trust International Corp. ("SJMBT")
(Based in Puerto Rico)
Fully Regulated Bank Entity
• Regulated by the Puerto Rico Office of the Commissioner of Financial
Institutions
• Correspondent banking partners will be in-place for launch
• Fully integrated FinTech layer for connectivity to exchange
• Real time settlement and cash / margin efficiency and availability
Custodial Services
Working to integrate with leading digital asset custodians
Client directed with ability to diversify holdings across multiple custodians
Mercantile Global Holdings
Exchange
(Del. Corp)
41-
Order Routing
Technology
Clients
L Jrp
Completed Trade Data
Bank
(PR Corp)
I Correspondent
Banks Federal
Reserve Broker
Institutional Digital
Custody Services
Trust Accounts
Custody Settlement
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805575
Cohesive Management Team with Deep History
•
SJMX to confirm # of
Employees
_ mi l
Key members of MGH's management team have worked together and known each other for years
Executive Management Team & History
Organizational Chart
Key
Industry
Prior
Working
Executives
Experience
Firms
Together
S
Bo Collins
Chairman &
CEO of MGH
and SJBT
31+ years
New York
Mercantile
Exchange
120+ years.
•
Rick Beaman
CEO of SJMX
23+ years
NASDAQ
•
Nick Varelakis
President &
COO of SJMBT
and CRO of
MGH
Bob Cavnar
President &
COO of MGH
19+ years
Noble Bank
JP Morgan
SwapClear
44+ years
enegX LLC
0
Rene Canon
Head of Global
Legal &
Compliance
15+ years
Sidley
Austin
Bo Collins
Chairman & CEO of NIGH
Bob Cavnar
President & COO of MGH
Joined
recently
from
NASDAQ
Rick
Beaman
CEO of
SJMX
Nick
Varelakis
Interim
CFO &
COO of
SJMBT
John
Wyman
Chief
Tech
Officer
Rene
Carson
Chief
Lego! &
Govern
Officer
Carrie
Gill
Head of
HR
Bank team
together for
7+ years
(3l Team
(9) Team
(1/ Team
Members
Members
Member
(3l Team
PI Team
Members
Member
With Bo
since 1997,
El Paso
Corporation
(22+ years)
Infrastructure In-Place with (24) Team Members
Ready for Operational Ramp-Up
Legal team
together for
- 8+ years
Actively Seeking to Build Out Platform and Hiring
Additional Key Employees
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805576
Full Product Suite for All Institutional Trader Needs
I
•
Confirm — S.INIXport?
Settlement services?
Comprehensive suite of products & services all offered in-house to build customer flexibility and ease of use
Overview of Products & Services
2020E Revenue by Product ($mm)
Central Limit Order Book:
• Match engine designed to process more than 1.5 million transactions per
second with an expected latency of 3 milliseconds
Fix APIs or access through CQG front-end
OTC Execution Desk:
• Facilitate large buy or sell orders through OTC facilitation desks
• Execute orders through proprietary execution algorithms or with other
counter-parties
Integrated bank platform intended to enhance security and efficiency of
transactions
Dark Pool:
Handles large OTC or Institutional orders by efficiently connecting
customers to superior liquidity, promote best execution, and decrease
market impact
Ability to stream quotes into the OTC Book / Dark Pool
Ability to place large orders across both dark and lit markets
$44.2
34%
$22.8
18%
$4.6
4%
$29.8
23%
2020E
i
f
Revenue:
$128mm
$26.7
21%
• CL0B • OTC
Dark Pool • Settlement Fees • Custody Revenue
[Exchange Support Products]
Projected Exchange ADTV ($mm) and Fee Structure
SJMXport:
• Settle OTC trades bi-laterally with registered participants through
proprietary systems
• Standardized on-boarding procedures, developed to comply with
customary KYC / AML practices
• Access a flexible suite of settlement services to provide secure and
efficient transactions
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
$530.5
FeeStructure
$91.4
CLOB Execution Fee
0.025%
$80.3
OTC Execution Fee
0.100%
Dark Pool Execution Fee
0.075%
S114.9
$358.8
Settlement Fee
0.025%
$19.8
517.4
577.7
Custody
0.400%
2019E
2020E
• CLOB • OTC
Dark Pool
9
EFTA00805577
Fully Integrated Operational Infrastructure
• Confirm Next Custodian
and power checks
MGH's fully integrated platform provide customers additional liquidity, integrated onboarding, and expedited
transfers between crypto and fiat currencies
NSW A
°onto,
)
xapo
fl
eet"
It
e
BitGo
owe,.
DIGITAL
ASSF1
DACC concur
COMPANY
•
ETAINA
Omani
(Next]
-S
Eat
Custodian Banks
Overnight
Investments
Instant trade
settlement and ability
to trade. Once a day
rebalance across
custodians and Fiat
Banks
MGH
Ledger
Elysium
Fintech Layer
t
Buying power
checks
•
Trade submission
•
Trade confirmation
•
Limits management
•
Reporting
Lit Market
•
Dark Pool
Orders
RFQs
Reports
The operational structure on the
left hand side illustrates:
•
Clients onboarded onto MGH
are simultaneously
onboarded with each
exchange integrated with the
ETP / Elysium, allowing for
fast access to liquidity
•
Elysium provides buying
power checks, trade
submissions, trade
confirmations, limit
management, and reporting
•
When onboarded, clients
have access to two pools of
liquidity: lit market and dark
market. Clients have the
ability to seek liquidity within
the dark pool while
maintaining price matching
functionality with Lit Market
•
MGH connects to digital
currency custodians and
banks, allowing clients to
switch between digital and
fiat currencies allowing for
instantaneous trading
•
Daily rebalancing between
custodians and fiat banks
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805578
co
, MERCANTILE
GLOBAL HOLDINGS
Integrated Exchange & Bank Platform
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
11
EFTA00805579
MGH's Value Proposition
MGH is able to offer traders an institutional approach towards digital asset trading
DRAFT
The Issue: Retail Infrastructure
The Solution: MGH's Institutional- Grade Infrastructure
Existing digital asset exchanges are not designed to meet
institutional requirements
•
Access via a web browser and often too slow
•
Outsourced infrastructure (i.e., AWS)
•
Vulnerable to cyberattacks and unreliable during peak times
•
Unable to trade on other exchanges
Most institutions are not able to trade on their existing
infrastructure platforms
• Incompatible with web-based connectivity and protocols
• Inconsistent connectivity
• Not able to service existing customers
• Subject to fraud, manipulation, and deceptive trading
practices
Unable to connect with middle and back office workflows
Material limitations on security, withdrawals, and support
At risk of cyberattacks; funds sit with the exchange
Tiered account security creates vulnerabilities and unfair
advantages
Limitations on dollar and / or digital asset withdrawal
amounts
Delayed and unpredictable trade processing
The Exchange will have technical infrastructure modeled after
top commodity exchanges
•
Access via proprietary trading application
•
High speed private network
•
Owned and controlled infrastructure
•
Enterprise grade security infrastructure
•
High performance and fault tolerant
Integrated into global exchange ecosystem
Institutions will be able to trade on their existing infrastructure
platforms
•
Industry accepted connectivity and protocol standards
•
Reliable connectivity and customary exchange controls
•
Fair and efficient markets
•
Maintain and enhance your existing customer relationships
•
Intuitive workflow integrations
More secure infrastructure, no limits on withdrawals and
dedicated support
• Separation between the Exchange and the Bank along with
3rd party custody options creates significant security
benefits
• No planned limits on dollar or digital asset withdrawal
amounts
• Dedicated account management and customer service
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805580
Integrated Platform Tailored Towards Institutional Trade rs DRAFT
MGH's integrated exchange and banking platform provides instantaneous execution between traders and their
counterparties with complete flexibility between fiat and digital asset currencies
SAN JUAN
CA\
MERCANTILE
\W
EXCHANGE
• Enterprise-grade matching engine
• Connectivity with major ISVs currently servicing the global
financial markets
• Real time limit management based on intraday Bank
balances
• Increased stability and security compared to web-based
exchanges
Electronic
Trading Platform
• Matching engine
processes more than 1.5
million transactions per
second with a 3
millisecond latency
• State of the art trading
application and analytics
with strong risk
management tools
Liquidity
• Substantial number of
traders able to connect
through existing trading
infrastructure, creating
and increasing liquidity
• Integration between
Exchange and Bank will
facilitate seamless
settlement of OTC
transactions
1,JAN
re
MERCANTILE
c
if
BANK & TRUST
• Single user interface to manage fiat and digital asset
balances
• Real-time settlement and availability of asset balances
based on intraday exchange activity
• Connectivity with reputable fiat and digital custodians
• Customers will be subject to AML and KYC requirements
Clearing &
Settlement
• Real-time limit
management that is based
upon holdings at the bank
• Ability to view and
manage fiat and digital
asset custody in one entity
Fiat & Digital
Custody
S
• Fiat assets to be held in
accounts with correspondent
bank partners
• Digital assets to be held with
custody partners; wide
network of custodial
partners allow for active
management of
concentration risk across
multiple platforms
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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Fully Regulated & Robust Compliance Systems
DRAFT
Active dialogue with regulators and compliance teams in-place allow for seamless and speedy client onboarding and
KYC/AML procedures
Foundation of a rigorous and
trusted regulatory framework
Fully regulated with industry best practices
SJMBT is treated as a regulated bank by FINCEN for purposes
of BSA / AML/ OFAC compliance
• Strict oversight and audit by the OCFI, using the same FFIEC
audit standards that are applied to FDIC-guaranteed banks
• Strong compliance culture created and reinforced by MGH's
Board of Directors, ensuring compliance amongst leadership,
senior management, and employees
Rigorous on-boarding using customary KYC/ AML
procedures
• Robust KYC / AML procedures for client onboarding process
• Once customer is onboarded, customer is onboarded among
all users and exchanges integrated onto the ETP
•
KYC / AML procedures consist of a 4 step process:
Customer Identification Program
• Due Diligence
• Risk Rating Assessment
• Enhanced Due Diligence
Active transaction monitoring in-place and market
surveillance technology
Transaction monitoring compares customer activity with
broader market activity to assist in assessing client behavior
Provides information to the compliance staff and officers to
identify specific transactions that may require additional
review, documentation and reporting
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
Gilberto Figueroa
Chief Compliance Officer
Active dialogue and great relationship with
Puerto Rican and other regulators
, ociF • Organized as an International Financial Entity
(IFE) in Puerto Rico; subject to regulatory
oversight and BSA & OFAC requirements
•
Bo Collins and the Commissioner of OCIF, George Joiner, both serve on
the BlockChain Advisory Council
•
Both Bo Collins and George Joiner have a positive relationship and active
dialogue
On February 12, 2019, MGH submitted their second stage application in
their request for a Permit to Operate
• Expected to take 2-4 weeks and on-site inspection by OCIF
[Also ongoing and recent dialogue with FINCEN, CFTC and the SEC,
informing regulators of entry to market and business plan]
Strong and Experienced Compliance
Team In-Place
Run by a seasoned Chief Compliance Officer and a compliance department
staffed with 4-6 experienced professionals
2 dedicated attorneys with outside legal support by DLA Piper
Chief Compliance Officer Biography
• Former U.S. Department of Homeland Security
Special Agent with 10+ years of experience
•
Worked as the BSA / AML / OFAC Compliance
Officer for Banco Popular in New York and in
Puerto Rico
•
Currently is a Certified Anti-Money Laundering
Specialist and Certified Internal Controls Auditor
•
Received his B.A. at the University of Puerto
Rico and
from Interamerican University
14
EFTA00805582
Clear Market Differentiator and Competitive Advantag
DRAFT
MGH will offer professional trading front-end that is connected through CQG in order to promote faster execution
and greater reliability
This structure provides efficiency and unique benefits, including building upon customer flexibility for their demands /
needs, institutional-grade custody for digital assets, and connectivity to major liquidity pools
Professional trading platform and integrated into traditional capital markets infrastructure
•
Designed to increase security, efficiency and flexibility for professional traders
Features an API that uses Financial Interface Exchange ("FIX") protocol relied upon by banks and broker dealers globally
•
Clients are able to co-late their servers with CQG for even greater speed and security
Owns and will operate a proprietary matching engine designed to manage millions of traders per second
• Other exchanges lack this technology and struggle to balance functionality and security
Structural advantages over incumbent digital asset exchanges by having an integrated bank entity
• Fully regulated and operational bank entity will settle transactions and manage fiat currency balances
Only exchange that offers a customer-centric custody solution
• Allows customers to choose MGH's proprietary custody solution or to hold assets at other custodians instead
With the Exchange and the Bank, MGH will be able to provide customers the ability to hold both fiat and digital assets
• Provides clients the ability to trade on the exchange based on these balances
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EFTA00805583
Competitive Landscape
•
Note — Names to be removed in final version
•
TBU — Add in ErisX and Bakkt
MGH offers a comprehensive product suite with full functional and 24/7 support that is not offered or often limited at
other cryptocurrency exchanges
Key Features
r
SIMI(
Colnbase Pro
Gemini
Kraken
Bristamp
Mitre(
halt
Circle l Polonlex
bitflyer USA
Exchange (CLOBI Fee's
OTC Fee's
Oark Pool Fee's
Security
Digital Asset Custody
Primary Customer Base
Web/ Cloud-based Option
0.025%
0.10%
0.25%
High
Multi
Institutional
•
0.O3096 to 0.30%
0.00% to 1.00%
0.0096 to 1.00%
0.10% - 025%
0.25%
Medium
Self.custody
Retail
Medium
Self.custody
Retail
010%436%
Low
Self. custody
Retail
Mediwn
Bitgo
Retail
Medium
Self-custody
Retail
ODM-025%
0.00%-010%
0D2%-0.12%
0.10%
n/a
low
Self-custody
Retail
Medium
Sett custody
Retail
Low
Self custody
Retail
Full FIX Protocol Implementation
Proprietary desktop Software
Bank Subsidiary
Escrow Services
OTC Facilitation desk
Instant OTC Settlement
BI-Lateral Trading
Dark Pool Liquidity
Block Trading
Connectivity to Other Digital Asset mattorrns
Connectivity to Global Exchange Network
Co-location Services
Match Engine Sub 1 Millisecond
Advanced Order Types
Algo Budder
Access to Traditional Exchanges
Sub-Account Structure
Diversified Custody Options
Trade Surveillance
Agency Trading Model
Exchange Membership Model
Experienced Exchange Management
Connected to leading ISV
Subject to Banking Regulations
Integrated Risk Management Tools
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
N
N
N
K
K
K
K
K
K
K
K
K
K
K
NOTE: The summary above compares features of San Juan Mercantile Exchange (SIM%) with those of other digital asset trading platforms. The comparison represents
the conclusions of SIMCs management based on currently available information reviewed by them, as of February 2019.
•••••••••
MERCANTILE GLOBAL HOLDINGS, INC. ) CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805584
(.6
,
MERCANTILE
GLOBAL HOLDINGS
Deep Network and Relationships In-Place
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805585
Exchange Ecosystem & Execution Avenues i
• Confirm SIMXport — Bank product for settlement?
• Confirm what is defined as a fiduciary customer?
Potential access to multiple exchanges and other financial institutions through an integrated electronic trading
platform, allowing accessibility to all of MGH's product offerings and instantaneous market liquidity
Value Chain
Full functionality and
accessibility for
customers to use MGH
products as well as act
as a platform for MGH
distribution
fa\
MERCANTILE
GLOBAL HOLDINGS
EA\
MERCANTILE
EXCHANGE
Products & Services
Accessibility to LIT &
Dark Pool Markets
MGH Exchange Ecosystem
Futures Commission
Merchant ("FCM")
Solicits or accepts orders
to buy or sell future
contracts and options
Active dialogue with 2-3
FCMs
ai Elysium Technology Group
Digital Currency
Trading Firms
Digital currency trading
firms are ideal customers
to target and onboard to
utilize MGH's platform
Active dialogue with 30-40
trading firms
Fiduciaries
• [T8U)
• Active dialogue with 1
fiduciary
Other Exchanges
• Other exchanges are able
to utilize MGH's ETP to
access products and
additional liquidity
• MGH may also onboard
customers from other
exchanges
Active dialogue with 5-7
exchanges
MGH's fully integrated ETP platform with Elysium partnership
Central Limit
Order Book
Provides access to liquidity
and trading LIT markets
Matching engine that can
process 1.5 million
transactions per second
with latency of 3
milliseconds
FIX APIs and access
through CQG front-end
Dark Pool
• Execution of large trades
through a dark pool
execution facility
• Accessibility to greater
liquidity opportunities
• Orders can be placed
across both the LIT
markets as well as the
dark pool markets
simultaneously
OTC Execution
• Facilitate large buy or sell
orders through an OTC
facilitation desk
• Execute orders through a
proprietary execution
algorithm or with other
counter-parties bi-laterally
[SJMXport]
Settles OTC trades bi-
laterally with registered
participants through
proprietary settlement
system
Accessibility with a flexible
suite of settlement
services to provide secure
and efficient transactions
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805586
Complementary Relationship with CQG
DRAFT
An existing agreement with CQG provides MGH with back-end exchange support with the potential for MGH to reap
additional rewards
CQG:::
Company Overview
•
CQG provides data, decision making, and order
execution software for the financial trading
industry worldwide
• Also offers market data, news, analytics, and
other electronic trading services & solutions
• The company was incorporated in 1976 and is
based in Denver, CO
Access to CQG's Products & Services
• Integrated Client: access to global market data
and trading interfaces for electronic trading and
order management
• Trader: provides market data and electronic
trading platform ("ETP") including real-time
quotes, trading, and order management
• FX: provides FX solutions for foreign exchange
trading and execution
• Desktop: offers trading, market data, charting,
and analytics in a one integrated product
• Mobile: mobile application for remote access to
quotes, analytics, and trading
MERCANTILE
+
GLOBAL HOLDINGS
CQGE:•/1
•
Background of Relationship
Relationship Background
• MGH entered into an agreement with CQG LLC on [January X], 2019
• Integrated MGH's electronic trading platform ("ETP") with CQG's existing
network, with CQG providing order-routing and independent software
vendor ("ISV") services
• CQG's analytic tools and order-rerouting ISV services are industry leading
and among the industry's best performing
• Worldwide network and global reach
• 24/7 monitoring fully backed by a customer support staff located in
11 locations across the globe
Complementary Relationship to MGH
• MGH customers will have the ability to access over 40+ global exchanges,
including the CME, CBOE, NYSE, NYMEX, LSE, and several others
• MGH and CQG customers will be able to utilize the integrated ETP to
purchase and sell digital currencies and other digital assets
• Access to CQG's full suite of professional trading technologies, including:
• Integrated Client, CQG Desktop, Mobile, and FX products
• Real-time and historical data, technical analysis tools, decision-
making tools, and order execution software
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
19
EFTA00805587
Full Fiat Currency & Digital Asset Custody in One Entity
DRAFT
MGH is continuously expanding their correspondent banking partners and digital asset custodians to provide
customers full accessibility and flexibility under one entity
Currently
Engaged /
Agreement
In-Place
Correspondent Banking Partners
• Publicly traded (NASDAQ:
SBNY) $47 billion asset-sized
bank based in New York
• Recently approved
correspondent bank partner
• Fully onboarded onto
Signature's systems
Digital Asset Custodians
BitGo
.4
KINGDOM
TRUST.
• [Executed custody agreement
and completed KYC / AML
process]; expected to go live
on March 1g, 2019
• [Executed agreement in-place
and KYC / AML process
completed]; expected to go
live on [X]
Ongoing
Dialogue
Fidelity A
BU RLI NG BANK
NORTH ERN
TRUST
BM()©
I lams Bank
Metropolitan
Commercial Bank
FIFTH THIRD BANK
UBS
BNY MELLON
• Ongoing dialogue with Fidelity
and have submitted initial
Fidelity A
documentation
DIGITAL ASSETS-
• Digital asset custodian
business not yet publicly
launched; expected April 2019
Targeted
Potential
Partners
RBS
BANK FRICK NOAMJRA
Standard S
Y
Royal Bank
MUFG
pie 7t
of Scotland
Chartered
IIIDBS
@MIAS
taitatJtAN I
k
xa po
DACC
DIGITAL
ASSET
CUSTODY
COMPANY
Primesiust
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
20
EFTA00805588
•
From company - picture
of the user interface?
Technology Systems
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
21
EFTA00805589
Technology Development
DRAFT
Mercantile Global Holdings and its subsidiaries are currently developing and/or integrating the following systems
and technologies:
Banking Systems
The banking system will provide S1MX operation staff with the ability to manage customer accounts and transactions such as deposits and withdrawals. For S1MX
customers, the banking system will serve as an online portal providing account and transaction details. Banking system is being developed by Elysium Technology
Group ("ETG")
Status: Banking system will be ready for demonstration to bank regulators by [2/15/20191. The system will be fully operation by [3/15/20191.
Dark Pool and OTC Trading
2
The dark pool and OTC trading will enable customers to transact large block volume in complete anonymity. Dark pool is being integrated with the Block, Execution,
Access, Control, Onboarding, Network ("BECAON") to facilitate OTC and dark pool trading. BEACON is a deal management system that enables a network of brokers,
market makers and other market participants to source dark liquidity at better prices. Dark pool is being developed by Mercury Digital Assets ("MDA") and will be
operated as S1MX dark pool. MDA is also developing a white label S1MX branded version of the BEACON tool.
Status: Dark Pool and OTC trading will be fully operational by 13/31/20191and launch with the bank.
LIT Exchange
3
LIT Exchange is being developed by the MGH tech team. LIT exchange has specific hardware and infrastructure requirements. The proposed hardware has a 3 month
lead time from order placement to production availability. Prior to Launch, LIT Exchange will be integrated with CGQ. Prior to integration, CQG will be upgraded to
support crypto currency decriminalized volume.
Status: CQG's upgrade to support crypto volume is expected to be complete with [May 20191. LIT Exchange is scheduled to launch [May 2019).
APIs
4
The banking system, dark pool, OTC trading and LIT Exchange will all need to be integrated through APIs.
Status: APIs required to launch the banking system, dark pool and OTC trading systems will be operational by (3/15/2019). APIs required to launch our LIT Exchange
will be operational by [May 2019).
CQG Trading Tools
5
Partnered with CQG to deliver customers with an innovative set of trading tools, global data and advanced analytic capabilities. Our customers will have access to
several COG trading tools including their flagship CQG Integrated Client, COG Desktop, and native iOS mobile trading.
Status: Partnership established and customers are being onboarded.
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
22
EFTA00805590
Operational Infrastructure
DRAFT
The bank and exchange work closely together to create a high performing and efficiency operation for MGH
customers
San Juan Mercantile Exchange
San Juan Mercantile Bank &
Trust International
Highlights
SAN JUAN MERCANTILE BANK & TRUST INTERNATIONAL
&JIMA T
D.001
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4$ Are/
Weasels
R
ard
Rowing
• Security built into the infrastructure
rather than bolted-on
• High-performance InfiniBand
backbone ensures high-speed,
UIC4
On* GalavegS
low- latency order routing and
execution
Direct vats
Access
FIX 0S
Gamy,
• High-availability, fault-tolerant
roux
architecture to provide
customers an always-on
neanj
cwct
WebSothets
experience
in* c eon
Sri's*
IMAM Da
• Financial Services security
WROPYI
NI Wags
Data Rooms
standards and compliance with
Gramm-Leach-Bliley Act
WAR( ORLI
Krebs
(GBLA), Dodd-Frank Reform,
Web Socials
wAM Del•
Feeder.
Consumer Protection Act and
Payment Card Industry Data
Security
a
it
Cusiodv
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SAN JUAN MERCANTILE EXCHANGE
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
23
EFTA00805591
•
To Discuss — financial model &
burn rate with Nick
Financial Overview
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
24
EFTA00805592
EFTA00805593
EFTA00805594
EFTA00805595
EFTA00805596
•
From Pat - collective
view on growth
opportunities
Key Milestones & Growth Opportunities
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
29
EFTA00805597
H12019 Company Milestones
•
To Be Updated — Pat with key milestones & collective view on growth strategies
Mercantile Global Holdings has established a clear execution plan for the upcoming fiscal year
January
February
March
April
May
SJMX
Integrate Bank
and Exchange
Launch Dark
Pool and OTC
Trading
Deploy Exchange
Trade Surveillance
Technology and CQG
Integration
O
Buildout 350
Launch
Cermak
Exchange, 3/31
Production
Facility in
Chicago, IL
Onboard API
Client
SJMB&T
Obtain IFE
Banking License
Launch Bank
(Dark Pools and
Fit / Digital
Custodian
Support)
IMe Complete
•
In Progress
•
Ongoing
Launch
onboarding,
KYC /AML tech
Launch Bank
Escrow Services
Fully integrate
KYC / AML tech
Onboard
Corresponding
Banking Partners
(e.g., Signature Bank
onboarded 2/19)
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
30
EFTA00805598
MERCANTILE
GLOBAL HOLDINGS
Appendices
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
31
EFTA00805599
DRAFT
Management Team
J. Robert "Bo" Collins Jr.
CEO of MGH and SJMX
Mr. Collins served as the President of New York Mercantile Exchange ("NYMEX") from 2001 to 2004, which was the largest
commodities exchange in the world during such time. Under his leadership, NYMEX launched Clearport Clearing, the first
commercially successful OTC clearing platform. Mr. Collins also initiated and led the development of the Dubai Mercantile
Exchange.
During his time at NYMEX, Mr. Collins brought the exchange
into a new era of electronic trading and increased the market
cap from $600 million to $2.7 billion within 3 years (amidst
the 9/11 attacks, Enron bankruptcy and largest power outage
in U.S. history). Additionally, he led the exchange to an initial
credit rating of A++ and its recognition by Energy Risk
magazine as the 2004 "Exchange of the Year." In 2008, in
partnership with NASDAQ Mr. Collins launched a new
clearinghouse, the International Derivatives Clearing Group,
which was later sold to LCH.Clearnet Group.
Mr. Collins is an active entrepreneur and respected FinTech
professional currently involved in successful ventures such
as Matrix Global, the first crude oil storage auction platform.
He has also launched an incubator initiative to utilize
innovative solutions such as digital assets and blockchain
technology to improve infrastructure development, physical
logistics, financial trading and exchange clearing.
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805600
Management Team (
DRAFT
Robert Cavnar
President & Chief Operating Officer of MGH
Robert L. Cavnar is president and chief operating officer of MGH. Mr. Cavnar
is a 40-plus year veteran of the oil and gas industry. He served as chairman,
president and chief executive officer of Mission Resources Corporation where
he led the restoration of the company to profitability. Prior to Mission
Resources, he was a senior vice president of El Paso Corporation where he
served as chief operating officer of its midstream business unit and as chief
financial officer of its upstream business unit.
He has spent a large portion of his career performing startups, turnarounds,
and reorganizations, including realigning governance structures. Mr. Cavnar is
also author of Disaster on the Horizon: High Stokes, High Risks, and the Story
Behind the Deepwoter Well Blowout, a behind-the-scenes investigative look at
the worst oil well accident in US history.
Rick Beaman
CEO of SJMX
Rick Beaman is the CEO of SJMX. Mr. Beaman was formerly a Vice President of
NASDAQ and CEO, Nasdaq Futures Exchange (NFX).
Mr. Beaman has been involved in the Exchange, Clearing, Product Development
and Brokering of Energy Markets for 20 years.
Before joining NASDAQ OMX, Mr. Beaman worked S years at VMAC, LLC, as VP
of Client relations and Marketing developing a Clearing solution for Physical and
Financial derivatives. Prior to VMAC he was employed by TradeSpark, LLC as
the General Manager where he managed a sizeable Broker and Sales team of
72, that was a competitive hybrid model in the energy industry- a combination
of electronic trading and commodities brokering. Prior to TradeSpark, he was
employed by Cantor Fitzgerald and supervised a team of 46 brokers in Natural
Gas, Power, Emissions, and Coal. Rick is also a veteran of ten years in the U.S.
Navy.
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
33
EFTA00805601
Management Team (
DRAFT
R. Rene Carson
General Counsel of MGH and SJMX
Ms. Carson is an experienced legal and compliance professional, with more
than fifteen years in the financial service, technology and energy sectors.
Prior to joining Lone Star Capital and Renovatio PR, Ms. Carson was General
Counsel and Global Head of Compliance for INTL FCStone Inc. (NASDAQ: INTL),
a Fortune S00 company that provides customers across the globe with
execution, clearing, and advisory services in commodities, capital markets,
and other related sectors. As Global Head of Compliance, Rene supervised over
40 compliance professionals and helped build a new compliance infrastructure
for
the
company's
derivatives
business
post
Dodd-Frank.
Prior to INTL, Ms. Carson spent more than a decade in private practice,
including as a partner at Sidley & Austin.
Ms. Carson received her Juris Doctor degree with honors from NYU School of
Law, and her B.A. with honors in Political Science from University of Wyoming.
Nicholas Varelakis
COO of SJMBT and CFO of MGH
Mr. Varelakis is President and COO of SJMBT and the CFO of MGH. He formerly
served as Chief Operations Officer and interim CFO for Noble Bank
International. Mr. Varelakis joined Noble from JPMorgan Chase & Co., Inc.
where he served his second non-consecutive term as an Executive Director,
responsible for leadership of the North American Business Architecture and
Transformation group.
Prior to joining JP Morgan, Mr. Varelakis was a Director at LCH. Clearnet LLC,
responsible for oversight of global operations for the SwapClear division, a
derivatives clearing organization registered with the Commodity Futures
Trading Commission. Prior to joining LCH in April 2011, Mr. Varelakis spent
seven years at JP Morgan and served as North American Head of Middle Office
Operations for the firm's credit default swap clearing and prime brokerage
businesses.
Mr. Varelakis graduated magna cum laude from Pace University, where he
earned his undergraduate degree in Business Administration.
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
34
EFTA00805602
Management Team (
DRAFT
John Wyman
Chief Technology Officer of MGH & SJMX
Mr. Wyman brings 2O+ years of trading technology development. He most
recently served as CTO at NEO Markets, overseeing the design and
development of a state-of-the-art exchange-matching engine and front-end
trading solution. This innovative platform brought together OTC physical,
OTC financial and listed futures for the first time onto one screen. He spent
12 years as CTO of Houston Street Exchange, an innovative electronic exchange
offering trading in physical crude oil, refined products, biofuels, natural gas
liquids and grain. As a founding partner with DirecTrade, an online equities
brokerage and trading firm, he led the design, architecture and development
of the company's proprietary trading solution. He also founded Engineered
Information Systems, a management consulting firm, and has held
management and technical positions at MCI Communications, Softbridge
Microsystems and Coordination Technology.
Mr. Wyman studied computer science at lona College and the University
of New Haven.
MERCANTILE GLOBAL HOLDINGS, INC. I CONFIDENTIAL I NOT FOR DISTRIBUTION
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EFTA00805603
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