Northern Aspect Resources Ltd.
TSX VENTURE : NTH.H
NEX BOARD : NTH.H

October 19, 2015 03:00 ET

Northern Aspect Announces Closing of Private Placements Undertaken in Connection With Qualifying Transaction With Blockchain Tech Ltd.

CALGARY, ALBERTA--(Marketwired - Oct. 19, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Northern Aspect Resources Ltd. (NEX:NTH.H) (the "Corporation"), a capital pool company, is pleased to announce that it has completed its previously announced brokered and non-brokered private placement offerings of subscription receipts of the Corporation (each a "Subscription Receipt") for combined gross proceeds of $1,700,000 (collectively, the "Private Placements"). The Private Placements were completed in conjunction with the previously announced transaction (the "Transaction") between the Corporation and Blockchain Tech Ltd. ("BTL"), 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 "Exchange").

"While completion of the Private Placements bring BTL and Northern Aspect one step closer towards completing the Qualifying Transaction, we continue to test and work towards the launch of Interbit, BTL's blockchain remittance business and platform," commented Guy Halford-Thompson, a founder of BTL and its President. He added, "The combination of BTL and Northern Aspect will mark a milestone in the advancement of blockchain technology."

Added Brian Hinchcliffe, President and CEO of the Corporation, "We are excited with the progress made by BTL with respect to Interbit, as Guy and his team bring a vibrant vision of markets and industries that will be potentially re-shaped as new applications of blockchain technology unfold. That vision and their knowledge of blockchain technology should be of great benefit to our shareholders when the Qualifying Transaction is completed."

Pursuant to the brokered private placement (the "Brokered Private Placement"), the Corporation issued a total of 1,400,000 Subscription Receipts at a price of $0.50 per Subscription Receipt for gross proceeds of $700,000. The Brokered Private Placement was previously announced by the Corporation pursuant to a press release of the Corporation dated August 11, 2015.

The Brokered Private Placement was brokered by M Partners Inc. on a "commercially reasonable efforts" basis pursuant to an agency agreement between the Corporation, BTL and M Partners Inc. M Partners Inc. received as compensation $30,000 plus applicable taxes and the payment of its reasonable out-of-pocket expenses, plus disbursements and taxes.

Pursuant to the non-brokered private placement (the "Non-Brokered Private Placement"), the Corporation issued a total of 2,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt for gross proceeds of $1,000,000. The Non-Brokered Private Placement was previously announced by the Corporation pursuant to a press release of the Corporation dated September 17, 2015.

Each Subscription Receipt entitles the holder thereof to receive, without further consideration or action, one common share of the Corporation ("Common Shares") upon satisfaction of certain release conditions (the "Release Conditions"), including the satisfaction of applicable conditions precedent of the Transaction. The gross proceeds from the Private Placements will be held in escrow pending satisfaction of the Release Conditions. If the Release Conditions are not satisfied or waived on or before 5:00 p.m. (Calgary time) on November 4, 2015 (unless otherwise extended in accordance with the terms of the subscription receipt agreements which govern the Subscription Receipts), then the Subscription Receipts will immediately become null and void and the escrow agent shall distribute the escrowed proceeds and accrued interest to the holders of Subscription Receipts on a pro rata basis.

The net proceeds of the Private Placements will be used with a view to developing the business of the company resulting from the Transaction and for general working capital purposes.

The Corporation has agreed to pay to Beacon Securities Limited ("Beacon") a finder's fee upon satisfaction of the Release Conditions, which finder's fee shall be comprised of (i) a cash fee equal to 7% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Non-Brokered Private Placement that were introduced by Beacon ($50,400), and (ii) a number of Common Shares equal to 7% of the number of Subscription Receipts sold to subscribers under the Non-Brokered Private Placement that were introduced by Beacon (100,800 Common Shares).

The Corporation has also agreed to pay to Foster & Associates Financial Services Inc. ("Foster") a finder's fee upon satisfaction of the Release Conditions, which finder's fee shall be comprised of (i) a cash fee equal to 7% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Non-Brokered Private Placement that were introduced by Foster ($1,400), and (ii) a number of Common Shares equal to 7% of the number of Subscription Receipts sold to subscribers under the Non-Brokered Private Placement that were introduced by Foster (2,800 Common Shares).

All securities issued pursuant to the Private Placements are subject to a statutory hold period of four months and a day from the closing of the Private Placements.

The Proposed Qualifying Transaction

As mentioned, the Private Placements were completed in conjunction with the Transaction, 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 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 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.

See the Corporation's press releases dated July 21, 2015, July 24, 2015, August 31, 2015, September 8, 2015 and September 30, 2015 for further information about the Transaction, BTL and its business. The Corporation will issue additional press releases related to the Transaction 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, the anticipated use of the proceeds of the Private Placements, regulatory approvals, the proposed business of the company resulting from the Transaction 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
    bhinch3@gmail.com