BTL GROUP LTD. (TSX VENTURE:BTL) (“BTL” or the “Corporation”) is pleased to announce that it has entered into a binding letter of intent dated effective February 16, 2016 (“LOI”) with Xapcash Technologies Inc. (“Xapcash”) to complete a business combination, whereby BTL has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of Xapcash (the “Transaction”). BTL and Xapcash are working together on new blockchain based remittance products utilizing Xapcash’s front-end remittance product and BTL’s back-end remittance platform (Interbit) to transmit funds globally, efficiently and at significantly reduced costs to users. Of particular importance to the Transaction and the launch of BTL’s blockchain remittance solution is the money service business (MSB) registration that Xapcash has obtained in Canada.
“This year is of strategic importance to BTL as we aim to penetrate the global remittance market with our blockchain solutions and start building revenues and margin,” commented Guy Halford-Thompson, CEO of BTL. “The addition of Xapcash, and its management and blockchain expertise advances this strategy.”
“This merger with BTL ensures a successful launch of a joint remittance solution and pave the way for more innovative Xapcash/BTL products in the future,” said Jackson Warren, Xapcash founder and CEO. “Furthermore, the partnership significantly expands what is already considerable blockchain expertise among the management of BTL, and I am excited to become a shareholder of BTL.”
BTL will issue additional press releases related to the Transaction, its blockchain remittance solution and related sales and marketing objectives and other material information, as it becomes available.
The LOI is to be superseded by a definitive agreement (“Definitive Agreement”) to be signed on or before March 4, 2016 (or such other date as is agreed by the parties). BTL proposes to acquire all of the issued and outstanding securities of Xapcash pursuant to the terms of the Definitive Agreement, in exchange for 220,000 common shares of BTL. Given that the last closing price of the common shares of BTL prior to the issuance of this press release was $0.67 per share, aggregate consideration payable pursuant to the Transaction is deemed to be $147,400.
The Transaction is not a non-arm’s length transaction for the purposes of the policies of the TSX Venture Exchange (“Exchange”).
The Transaction is conditional upon, among other things: (i) the parties entering into a Definitive Agreement in respect to the Transaction and any collateral issues or matters on or before March 4, 2016; and (ii) the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations.
BTL is a technology company whose current business is focused on developing blockchain technologies to disrupt and transform existing industries. Technology is developed in-house and through BTL’s incubator and accelerator programs, based in Vancouver, British Columbia. BTL’s first technology platform is a remittance business called Interbit with a focus on leveraging blockchain technology to create rapid and cost effective “cash-in cash-out” settlement solutions from Canada and the United Kingdom to target countries
Early Warning Reporting
As a former shareholder of Blockchain, and in connection with the Transaction, GHR Investments Ltd. (“GHR”) (whose address is 11 Hope Street, Douglas, Isle of Man IM1 1AQ) now owns and controls a total of 2,700,000 common shares of BTL (acquired at an effective price of $0.15 per share), representing approximately 18.6% of the issued and outstanding shares of BTL. Mr. Guy Halford-Thompson, the Chief Executive Officer and a director of BTL, owns or control 50% of the shares of GHR. BTL is advised that GHR acquired these securities for investment purposes and has no present intention to acquire further securities of BTL, although it may in the future acquire or dispose of securities of BTL, through the market, privately or otherwise, as circumstances or market conditions warrant.
As a former shareholder of BTL and in connection with the Transaction, Smaller Company Capital Ltd. (“SCC”) (whose address is 4 College Hill, London, United Kingdom EC4R 2RB) now owns and controls a total of 2,000,000 common shares of BTL (acquired at an effective price of $0.15 per share), representing approximately 13.8% of the issued and outstanding shares of BTL. BTL is advised that SCC acquired these securities for investment purposes and has no present intention to acquire further securities of BTL, although it may in the future acquire or dispose of securities of BTL, through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the early warning reports required to be filed by GHR and SCC with applicable securities commissions in connection with this acquisition will be available for viewing under BTL’s profile on SEDAR at www.sedar.com.
Certain statements in this release are forward-looking statements, which include the date of trading of BTL’s common shares on the Exchange, final regulatory approvals, the proposed use of proceeds from the Offerings and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of BTL. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, BTL disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, BTL undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.