NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
BTL GROUP LTD. (TSX VENTURE:BTL) (“BTL” or the “Corporation”) is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate gross proceeds of $618,700 (the “Private Placement”).
The Private Placement was comprised of 1,031,164 equity units (the “Units”) that were issued at a price of $0.60 per Unit. Each Unit consists of one (1) common share of the Corporation and one (1) common share purchase warrant of the Corporation (a “Warrant”). Each Warrant entitles the holder to acquire one (1) common share of the Corporation for a period of 12 months from the date of issuance of the Warrant, at an exercise price of $1.00 per share.
The securities issued in connection with the Private Placement are subject to a hold period of four months and one day from the closing of the Private Placement.
The net proceeds from the Private Placement will be used in connection with acceleration of its blockchain strategy, development of its blockchain technologies and towards general and administrative expenses.
The Corporation may pay a commission or finder’s fee to eligible parties in connection with the Private Placement, subject to the approval of the TSX Venture Exchange and compliance with applicable securities laws.
Under the Private Placement, John Thomson, a director of the Corporation purchased 166,666 Units and now owns and controls approximately 3.90% of the issued and outstanding common shares of the Corporation. His participation in the Private Placement constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction (“MI 61-101”), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction. This transaction is exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to the distribution of securities for cash, fair market value not more than $2,500,000. Additionally, the spouse of Brian Hinchcliffe, Executive Chairman of the Corporation, purchased 83,333 Units under the Private Placement, and now holds common shares of the Corporation that represent approximately 1.00% of the issued and outstanding common shares of the Corporation. The combined holdings of Brian and Margaret Hinchcliffe represent approximately 7.87% of the issued and outstanding common shares of the Corporation.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Corporation were not settled until shortly prior to closing of the Private Placement and the Corporation wished to close on an expedited basis for sound business reasons.
The Corporation has also agreed to pay to Foster & Associates Financial Services Inc. (“Foster”) a cash finder’s fee equal to 5% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Private Placement that were introduced by Foster ($4,950).
The Corporation has agreed to pay to Smaller Company Capital Ltd. (“SCC”) a cash finder’s fee equal to 5% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Private Placement that were introduced by SCC ($18,485).
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 Xapcash which, combined with BTL’s proprietary cross border settlement technology (Interbit), is focused 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Private Placement and has neither approved nor disapproved the contents of this press release.
Certain statements in this release are forward-looking statements, which include the anticipated use of the proceeds of the Private Placement, the development and launch 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.