BTL GROUP LTD. (TSX VENTURE:BTL) (“BTL” or the “Corporation”) announces an incentive program (the “Incentive Program”) to encourage the early exercise of 1,281,164 warrants issued in May and June of 2016 (collectively, the “2016 Warrants”), and also announces significant additions to management.

Warrant Exercise Incentive Program

Of the 2016 Warrants, 1,031,164 are exercisable to purchase one common share of the Corporation at $1.00 per share until May 5, 2017 and 250,000 are exercisable to purchase one common share of the Corporation at $1.00 per share until June 16, 2017. The Corporation will issue to a holder of a 2016 Warrant who exercises their 2016 Warrants before November 23, 2016, an incentive warrant (an “Incentive Warrant”) for each 2016 Warrant exercised. Each Incentive Warrant will entitle the holder to acquire an additional common share of the Corporation at a price of $1.50 per share for a period expiring December 17, 2017.

The proceeds from the early exercise of the 2016 Warrants will be used for general working capital to support current and additional business activities.

If a holder of 2016 Warrants does not exercise their outstanding warrants before November 23, 2016 (or only partially exercises them), their outstanding 2016 Warrants (or the portion not exercised) shall continue to be exercisable to purchase only common shares of the Corporation on their original terms.

The Corporation intends to send a notice to the holders of the 2016 Warrants outlining the details of the Incentive Program shortly. The Incentive Program is subject to the approval of the TSX Venture Exchange.

“BTL wishes to make this offer to its current warrant holders as an incentive for them to receive the benefit of a longer-term warrant, and at the same time provide general working capital for the Company,” said Guy Halford-Thompson, CEO of the Corporation.

A director of the Corporation, John Thomson, owns or control an aggregate 166,666 outstanding 2016 Warrants subject to the Incentive Program. The participation in the Incentive Program by, and issuance of the Incentive Warrants to, such director constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the Incentive Program is exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, as the Corporation’s common shares are listed on the TSX Venture Exchange and, in respect of the minority shareholder approval requirement, neither the fair market value of the additional Incentive Warrants, nor the consideration to be received for the Incentive Warrants exceeds 25% of the Corporation’s market capitalization. Additionally, the spouse of Brian Hinchcliffe, Executive Chairman of the Corporation, holds 83,333 of the 2016 Warrants.

The Incentive Warrants and any common shares issued upon the exercise of the Incentive Warrants will be subject to hold period expiring four months after the date of distribution of the Incentive Warrants.

Additions to Management

BTL is pleased to announce its shareholders voted in favour of all items of business brought before them at the Corporation’s Annual and Special Meeting of Shareholders held on October 11, 2016 in Vancouver, British Columbia.

Shareholders voted overwhelmingly in favour of BTL management’s nominees to the board of directors: Brian Hinchcliffe, Guy Halford-Thompson, John Thomson and Mike Sutton. MNP LLP were appointed as auditors of the Corporation. Shareholders also approved the Corporation’s stock option plan and adopted a restricted share unit plan, as detailed in the Management Information Circular of the Corporation dated September 7, 2016.

Subsequent to completion of the aforementioned shareholder meeting, BTL has made significant additions to its management by appointing the following individuals to the positions indicated:

Jackson Warren, Chief Operating Officer, is an organized and passionate product developer who believes technology is the most effective means of making the world a better place. He has founded and sold two successful companies dealing with blockchain technology and digital currencies. Most recently he founded Xapcash Technologies Inc., which was acquired by BTL in March 2016.

Tom Thompson, Chief Technology Officer, is a world-class software developer with over 16 years of technical and business experience. Tom got his start in mechatronics engineering and industrial automation of critical systems. He brought these skills into the enterprise IT field where he became an expert at building reliable systems out of unreliable components in data centers. His focus on blockchain began in 2013 after realizing it is the only path forward to failsafe business systems. Tom’s ultimate goal in blockchain is the creation of everlasting and incorruptible data that executes with perpetual reliability.

Hugh Halford-Thompson, Chief Innovation Officer, with 5 years’ experience with blockchain technology, Hugh is co-founder of Blockchain Tech Ltd., the company acquired by BTL when it completed its qualifying transaction. A founding member of the UKDCA, Hugh previously co-founded Quickbitcoin in 2013 which became the UK’s biggest bitcoin brokerage and operated the first bitcoin ATM in London. Hugh works out of BTL’s London office


Operating from both Canada and the UK, BTL offers blockchain solutions to businesses across multiple industries. As per its recently announced project (see BTL’s September 1, 2016 press release), BTL has built a prototype that showcases the capabilities of a blockchain based interbank payment network, built on BTL’s core settlement and asset trading solution, Interbit.

Interbit is an open, multi-chain, asset settlement platform with a suite of APIs and smart contracts that allow entrepreneurs from across the world to participate and innovate to provide global access to fast, secure, and auditable financial and asset trading services.

With offices in Vancouver and Canary Wharf in London, BTL is positioning itself as a front-runner in the blockchain ecosystem, providing advice and knowledge to industry leaders.

Certain statements in this release are forward-looking statements, which include the approval by the TSX Venture Exchange of the Incentive Program, the anticipated use of the proceeds of the Incentive Program, the participation by holders of 2016 Warrants in the Incentive Program, further development of business relationships and the development and success of BTL’s technologies and products, 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, the development of competitive technologies, the marketplace acceptance of BTL’s technologies and products, 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.

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