CALGARY, ALBERTA–(Marketwired - June 29, 2015) -
(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)
Northern Aspect Resources Ltd. (NEX:NTH.H) (the “Corporation”), a capital pool company, announces that it intends to complete a non-brokered private placement (the “Private Placement”) of up to 2,000,000 common shares (“Common Shares”) of the Corporation at a price of $0.15 per share for gross proceeds of up to $300,000. The net proceeds of the Private Placement will be used with a view to completing a “Qualifying Transaction” and for general working capital purposes.
The Private Placement is anticipated to close in July 2015; however, completion is subject to certain conditions, including approval of the NEX Board of the TSX Venture Exchange (the “NEX”) to the listing of the Common Shares on the NEX. The Common Shares will be subject to a hold period ending four months and a day from the date of closing.
The Proposed Qualifying Transaction
As previously announced, the Corporation has entered into a binding letter of intent dated effective June 16, 2015 with Blockchain Tech Ltd. (“BTL”) to complete a business combination, whereby the Corporation has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of BTL (the “Transaction”). Upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will continue the business of BTL. The Transaction is intended to constitute the Qualifying Transaction of the Corporation, as such term is defined in Policy 2.4 of the TSX Venture Exchange.
BTL is a technology company incorporated under the laws of the Isle of Man. BTL’s current business is focused on investing in and building companies that leverage blockchain technology to disrupt and transform existing industries. Funding for companies and investments, are provided through BTL’s incubator and accelerator programs, based in Vancouver, British Columbia, but operating globally. BTL’s first investment has been a remittance business, and it is focused on developing a software platform to provide solutions to remit money from the United Kingdom to a growing number of countries using blockchain technology.
See the Corporation’s press release dated June 17, 2015 for further information about the Transaction. The Corporation will issue additional press releases related to the final legal structure of the Transaction, financing terms, sponsorship, financial information regarding BTL, the names and background of insiders of the Resulting Issuer and other material information as it becomes available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and, if applicable, pursuant to the requirements of the TSX Venture 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.
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 the completion of the proposed Private Placement, the anticipated closing date of the Private Placement, the anticipated use of the proceeds of the Private Placement and the completion of the proposed Transaction. 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 the Corporation. 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, the Corporation 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, the Corporation 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.
Northern Aspect Resources Ltd. Brian Hinchcliffe President and Chief Executive Officer +1 (914) 815-2773 firstname.lastname@example.org