BTL Group Ltd. (formerly Northern Aspect Resources Ltd.) (“BTL”), is pleased to announce that it has closed its previously announced qualifying transaction (the “Transaction”) with Blockchain Tech Ltd. (“Blockchain”), a developer of blockchain technologies. As part of the Transaction, BTL changed its name from Northern Aspect Resources Ltd. to BTL Group Ltd. Following completion of the Transaction, Blockchain is now a wholly-owned subsidiary of BTL, BTL intends to meet the listing requirements for a “Tier 2” technology issuer on the TSX Venture Exchange (the “Exchange”) and BTL will continue the business of Blockchain (described in further detail below).
Trading in the common shares of BTL is expected to begin on the TSX Venture Exchange (the “Exchange”) on November 6, 2015 under the symbol “BTL”.
“Today represents an important milestone for BTL. We are proud to be one of the first blockchain companies to be listed on the TSX Venture Exchange - it is a phenomenal achievement. Critically, we believe this move further validates our assumptions for blockchain technologies, and allows us to maximize our reach, connecting with businesses across the globe.”, said Guy Halford-Thompson, who has assumed the position of Chief Executive Officer of BTL.
“The timing of this combination is excellent as the company was recently accepted into Level39, Europe’s premier accelerator in Canary Wharf, London, UK,” said Brian Hinchcliffe, a founder and director of BTL. “Opened in March 2013 by Boris Johnson, Mayor of London, Level39 is currently Europe’s largest technology accelerator space supporting companies within the future cities technology, finance, cyber-securities, and retail sectors. Having BTL at Level39 location allows it to be at the pulse of this international FinTech movement, as it looks to promote the development of blockchain technologies through in-house development and investments in early stage start-ups.”
BTL continues to build-out of its innovative remittance platform, Interbit. Interbit leverages blockchain technology to drastically reduce the cost of remittance for customers, and as such, it is poised for significant global commercial success. In 2011 alone, global remittances were over US$550 billion, with remittances from the UK reaching over US$23 billion (source: the Guardian1).
Using the Interbit platform, customers will be able to remit money from the United Kingdom and Canada to a number of global territories, including South America, Southeast Asia and Africa. By leveraging exciting new technology, Interbit aspires to be able to reduce the cost of remittance, to some countries, by over 80%. Investing in the remittance market supports BTL’s aim of becoming a diversified and forward FinTech enterprise.
Prior to the Transaction, BTL was a capital pool company (as defined under the policies of the Exchange) and had not commenced commercial operations and had no assets other than cash. The Transaction constituted BTL’s “Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange.
BTL previously announced the completion of brokered and non-brokered private placement (the “Offerings”) of an aggregate of 3,400,000 subscription receipts of BTL (the “Subscription Receipts”), each entitling the holder to one common share of BTL in connection with the completion of the Transaction, at $0.50 per Subscription Receipt for aggregate gross proceeds of $1.7 million. The brokered portion of the Offerings consisted of 1,400,000 Subscription Receipts and was completed pursuant to an agency agreement dated October 16, 2015 with M Partners Inc., who acted as agent for such portion of the Offerings. All of the escrow release conditions were satisfied and in connection with the closing of the Transaction, the Subscription Receipts were exchanged for common shares of BTL on a 1 to 1 basis and the net proceeds of the Offerings were released to BTL. It is intended that the net proceeds of the Offerings will be used with a view to developing the business of BTL and for general working capital purposes. In connection with the non-brokered portion of the Offering, BTL has now paid (i) Beacon Securities Limited a finder’s fee that is comprised of a cash payment of $50,400 and 100,800 common shares, and (ii) Foster & Associates Financial Services Inc. a finder’s fee that is comprised of a cash fee of $1,400 and 2,800 common shares.
Following the completion of the Transaction, BTL has an aggregate of 14,484,900 common shares outstanding, comprising 5,000,000 common shares issued to former holders of Blockchain ordinary shares and 3,400,000 common shares to investors in the Offerings.
The Board of Directors of BTL remains as follows: Brian Hinchcliffe, John Thomson, Mike Sutton and Guy Halford-Thompson. Mr. Guy Halford-Thompson has assumed the position of Chief Executive Officer of BTL. Mr. John Thomson remains as Chief Financial Officer and Corporate Secretary.
Blockchain was founded by Guy and Hugh Halford-Thompson. Together, Guy & Hugh have over 4 years of experience in the blockchain space, operating a multi-national bitcoin brokerage firm, Quickbitcoin. Notably, as leading figures in the bitcoin space, Guy and Hugh were able to bring one of the first bitcoin ATMs into London, UK in April 2014.
A filing statement describing BTL and Blockchain, as well as the terms of the Transaction, prepared in accordance with the policies of the Exchange, is available on SEDAR at www.sedar.com. The summary of the Transaction set out above is qualified in its entirety by reference to the description of the Transaction in the filing statement.
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 between the United Kingdom and 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.