Northern Aspect Resources Ltd. (TSX VENTURE:NTH.H) (“NARL” or the “Corporation”), a capital pool company, is pleased to announce that it has entered into a binding definitive share exchange agreement dated August 31, 2015 (the “Definitive Agreement”) with Blockchain Tech Ltd. (“BTL”), to provide for the completion of a business combination with BTL (the “Transaction”), as more particularly described below. The Transaction was initially announced in a NARL press release dated June 17, 2015, indicating NARL and BTL had entered into a binding letter of intent in respect of the Transaction.
The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the TSX Venture Exchange (the “Exchange”). If completed, the Transaction will constitute the “Qualifying Transaction” of NARL, as such term is defined in Policy 2.4 of the Exchange.
Pursuant to the Definitive Agreement, NARL will acquire all of the issued and outstanding securities of BTL from its shareholders in exchange for 5,000,000 common shares of the Corporation at the closing of the Transaction for aggregate deemed consideration of $750,000. Upon completion of the Transaction, BTL will become a wholly-owned subsidiary of the Corporation and the Corporation will change its name to “Blockchain Tech Ltd.” or such other name as the parties may reasonably agree upon. The combined entity (the “Resulting Issuer”) will continue the business of BTL.
The Transaction is conditional upon, among other things:
the confirmation of representations and warranties of each of NARL and BTL as set out in the Definitive Agreement being true and correct at the closing of the Transaction;
the absence of any material adverse change in the condition (financial or otherwise), of the assets of each of the parties;
the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations;
BTL obtaining the requisite shareholder approvals for the Transaction;
the parties obtaining requisite board approvals for the Transaction;
each of the parties required by the Exchange entering into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the Exchange;
NARL completing one or more private placement financings for minimum aggregate gross proceeds of not less than $1,700,000; and
the Resulting Issuer meeting the applicable Initial Listing Requirements of the Exchange as a Technology Issuer (pursuant to Policy 2.1 - Initial Listing Requirements of the Exchange), including, without limitation, the public float requirements. Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption or waiver from sponsorship requirement is available. NARL has applied for and obtained an exemption from the sponsorship requirements pursuant to the policies of the Exchange.
The Transaction will constitute an arm’s-length transaction, and as such, the Transaction will not require approval by the shareholders of NARL. NARL is preparing and will submit a filing statement in connection with the Transaction in due course.
In accordance with Section 8.5 of Policy 2.4 of the Exchange and with approval of the Exchange, NARL and BTL have entered into an agreement whereby NARL agreed to advance a loan of CAD$41,000 to BTL (the “Loan”). The Loan is evidenced by a promissory note and bears no interest. BTL has agreed to use the proceeds of the Loan to pay for general and administrative costs and costs and expenses associated with the development of its business.
BTL and its Business
BTL is a technology company incorporated under the laws of the Isle of Man. BTL’s 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 (referred to as Interbit), and it is focused on developing solutions to remit money from the United Kingdom to a number of countries using blockchain technology. BTL has not commenced commercial operations, is a development stage company and has not yet generated any revenues.
See NARL’s press releases dated July 21, 2015, July 24, 2015 and August 11, 2015 for further information about the Transaction, BTL and its business. NARL will issue additional press releases related to the Transaction and related financings and other material information as it becomes available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. All information in this press release concerning BTL has been provided for inclusion herein by BTL. Although NARL has no knowledge that would indicate that any information contained herein concerning BTL is untrue or incomplete, NARL assumes no responsibility for the accuracy or completeness of any such information.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Certain statements in this release are forward-looking statements, which include completion of the proposed Transaction and related financings, the proposed business of the Corporation upon completion of the Transaction, regulatory approvals 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 NARL. 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, NARL 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, NARL 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.