Northern Aspect Resources Ltd.

July 13, 2015 19:25 ET

Northern Aspect Announces AGM Results and Brokered Private Placement in Connection with Proposed Transaction with Blockchain Tech Ltd.

CALGARY, ALBERTA--(Marketwired - July 13, 2015) -


Northern Aspect Resources Ltd. (NEX:NTH.H) (the "Corporation") is pleased to announce that its shareholders approved all of the resolutions outlined in the Notice and Information Circular for the Annual and Special Meeting of Shareholders dated June 16, 2015, at its Annual and Special Meeting held on July 13, 2015 (the "Meeting").

At the Meeting, among the other resolutions approved, shareholders re-elected the current directors of the Corporation and elected Guy Halford-Thompson as a new director of the Corporation, as Harry Dobson did not stand for re-election. Shareholders also approved a change in the Corporation's name to "Blockchain Tech Inc.", or such other name as the Board, in its sole discretion, deems appropriate. The name change will be given effect immediately following completion of the Corporation's previously announced transaction with Blockchain Tech Ltd. ("BTL"), which is described in greater detail below.

"The Board would like to thank Harry Dobson for his valuable and dedicated service as a director and his contribution and guidance in co-founding the Corporation," said Brian Hinchcliffe, President and CEO of the Corporation. "We know that he shares our optimism about the direction of the Corporation as we work to complete the transaction with Blockchain Tech Ltd., and its future as we seek to build a company that can leverage blockchain technology to disrupt and transform existing industries."

As mentioned and subject to the approval of the NEX board of the TSX Venture Exchange, Guy Halford-Thompson was elected as a new director of the Corporation. Mr. Halford-Thompson is a software and technology analyst, who has been involved in the technology community for many years, working as an analyst for software companies. He is the co-founder of QuickBitcoin and serves as an IT Director at Tantalus Labs. Mr. Halford-Thompson is a director and a significant shareholder of BTL, with which the Corporation has entered into a letter of intent with to complete a transaction which is intended to constitute the "Qualifying Transaction" of the Corporation, as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "Transaction"). See below for additional information regarding the Transaction.

Following the Meeting, the board of directors re-appointed Brian Hinchcliffe as President and Chief Executive Officer, and John Thomson as Chief Financial Officer and Corporate Secretary, of the Corporation. Mr. Hinchcliffe will now also serve as a member of the Audit Committee of the Corporation.

Proposed Brokered Private Placement

The Corporation also announces that it has engaged M Partners Inc. to act as agent on a commercially reasonable best efforts basis in connection with a proposed brokered private placement of securities to raise gross proceeds of no less than $500,000 (the "Brokered Private Placement"). The terms and conditions of the Brokered Private Placement will be determined by the Corporation, in consultation with M Partners Inc., and in the context of the market. The net proceeds from the Brokered Private Placement will be used for general corporate purposes and to provide working capital to the Resulting Issuer (as defined below). Further details with respect to the Brokered Private Placement will be provided by way of a subsequent press release.

The Proposed Qualifying Transaction

As mentioned, the Corporation has entered into a binding letter of intent dated effective June 16, 2015 with 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. Upon completion of the Transaction, the combined entity (the "Resulting Issuer") will continue the business of BTL.

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 number of countries using blockchain technology. See the Corporation's press release dated June 17, 2015 for further information about the Transaction.

On June 29, 2015, the Corporation also announced that it intends to complete a non-brokered private placement of up to 2,000,000 common shares of the Corporation at a price of $0.15 per share for gross proceeds of up to $300,000 (the "Non-Brokered Private Placement").

The Corporation will issue additional press releases related to the final legal structure of the Transaction, financing terms (including terms and conditions of the Brokered Private Placement), 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 completion of the proposed Transaction and related financings (including the Brokered Private Placement and the Non-Brokered Private Placement), the anticipated use of the proceeds of the Brokered Private Placement, 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 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.

Contact Information

  • Northern Aspect Resources Ltd.
    Brian Hinchcliffe
    President and Chief Executive Officer
    1 (914) 815-2773