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

September 17, 2015 13:00 ET

Northern Aspect Announces Non-Brokered Private Placement in Connection with Proposed Transaction with Blockchain Tech Ltd.

CALGARY, ALBERTA--(Marketwired - Sept. 17, 2015) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Northern Aspect Resources Ltd. (NEX:NTH.H) (the "Corporation"), a capital pool company, announces a proposed non-brokered private placement of a minimum of 2,000,000 subscription receipts and a maximum of 2,500,000 subscription receipts of the Corporation ("Subscription Receipts") at a price of CAD$0.50 per Subscription Receipt for minimum gross proceeds of CAD$1,000,000 and maximum gross proceeds of CAD$1,250,000 (the "Private Placement").

The Private Placement is being completed in conjunction with the previously announced transaction between the Corporation and Blockchain Tech Ltd. ("BTL"), whereby the Corporation has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of BTL (the "Transaction"), which 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 (the "Exchange"). Upon completion of the Transaction, the combined entity will continue the business of BTL (as described in further detail below).

Each Subscription Receipt will entitle the holder to receive, without further consideration or action, one common share of the Corporation upon satisfaction of certain release conditions, including the satisfaction of applicable conditions precedent of the Transaction. The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending the completion of the Transaction. If the Transaction does not close, holders of the Subscription Receipts will be entitled to receive the full purchase price of their Subscription Receipts, together with their pro rata share of interest earned thereon.

The Private Placement is expected to close in late September 2015, however, completion is subject to certain conditions, including approval of the Exchange. All of the common shares of the Corporation issued in connection with the conversion of the Subscription Receipts will be subject to a hold period of four months and a day.

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

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 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.

On August 11, 2015, the Corporation also announced the terms of a proposed brokered private placement (the "Brokered Private Placement"), wherein it has engaged M Partners Inc. to act as agent on a commercially reasonable best efforts basis in connection with the Brokered Private Placement of a minimum of 1,400,000 subscription receipts and a maximum of 2,000,000 subscription receipts of the Corporation at a price of CAD$0.50 per subscription receipt for minimum gross proceeds of CAD$700,000 and maximum gross proceeds of CAD$1,000,000.

See the Corporation's press releases dated July 21, 2015, July 24, 2015, August 11, 2015, August 31, 2015 and September 8, 2015 for further information about the Transaction, BTL and its business and the Brokered Private Placement. The Corporation will issue additional press releases related to the Transaction, financing results 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 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.

All information in this press release concerning BTL has been provided for inclusion herein by BTL. Although the Corporation has no knowledge that would indicate that any information contained herein concerning BTL is untrue or incomplete, the Corporation 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 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, the completion of the proposed Transaction and the proposed business of the Corporation upon completion of the 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.

Contact Information

  • Northern Aspect Resources Ltd.
    Brian Hinchcliffe
    President and Chief Executive Officer
    1 (914) 815-2773
    bhinch3@gmail.com