BTL Group Ltd.
TSX VENTURE : BTL

BTL Group Ltd.

November 30, 2016 09:55 ET

BTL Group Announces First Significant Revenue and Completion of Warrant Exercise Incentive Program

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 30, 2016) - BTL GROUP LTD. (TSX VENTURE:BTL) ("BTL" or the "Corporation") is pleased to announce that in the third quarter ended September 30, 2016 it has booked its first revenue, and also announces that it has successfully completed its previously announced warrant exercise incentive program.

Q3 Financial Results

The Corporation has filed its interim financial statements and Management's Discussion and Analysis for the third quarter ended September 30, 2016, which can be found under the Corporation's profile on SEDAR (www.sedar.com).

Though modest and covering roughly a third of our third quarter expenses, BTL is pleased to report its first revenue, resulting from a ground breaking fintech pilot project (see BTL's September 1, 2016 press release). Additionally, we are pleased to report that other groundbreaking pilot projects in different industries have advanced, creating a supportive foundation that should see additional revenue build in future quarters.

"Marking the third quarter of 2016 as the first significant revenue generating quarter for BTL, whilst modest in nature, represents a milestone for the Corporation, and is a major step in the commercialization of our core platform, Interbit," said Guy Halford-Thompson, BTL's Chief Executive Officer. "In addition I would like to extend our thanks to all our shareholders who participated in the warrant exercise incentive program, which enables us to accelerate our growth into 2017 to meet the growing demands for BTL's technology in key industry sectors."

"This last quarter has seen BTL work with major industry players in fintech and energy, and in addition to ongoing pilots, has seen significant progress towards additional pilots in 2017 which are a critical step in BTL's commercialization strategy for Interbit," said Brian Hinchcliffe, Executive Chairman of BTL. "We believe that 2017 is going to be a significant year for BTL and the blockchain industry overall."

Warrant Exercise Incentive Program

The Corporation is pleased to announce that its early warrant exercise incentive program (the "Incentive Program") as described in its press release dated October 20, 2016 has been successfully completed.

In connection with the Incentive Program, 1,191,164 eligible common share purchase warrants were exercised, providing gross proceeds of $1,191,164 and with the result that the Corporation is to issue 1,191,164 common shares and 1,191,164 incentive warrants (the "Incentive Warrants"). Each whole Incentive Warrant will allow 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 Company intends to use the net proceeds of the Incentive Program for general working capital to support current and additional business activities.

The 90,000 eligible common share purchase warrants that were not exercised under the Incentive Program will continue, as originally issued, to be exercisable into one common share of the Company at $1.00 per share until May 5, 2017.

The Incentive Warrants, and any shares issued upon exercise thereof, are subject to a four month hold period that commence on the date of issuance of the Incentive Warrants.

A director of the Corporation, John Thomson, owns or controls 166,666 common share purchase warrants that were exercised pursuant 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, exercised 83,333 common share purchase warrants pursuant to the Incentive Program.

ABOUT BTL

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 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.

Actual results could differ materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may affect the forward-looking statements in this press release are those set out in BTL's management discussion and analysis of the financial condition and results of operations for the quarter ended September 30, 2016 and the year ended December 31, 2015 which are available under the Corporation's profile at www.sedar.com.

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.

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