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

July 21, 2015 17:31 ET

Northern Aspect Resources Ltd. Announces Closing of Private Placement

CALGARY, ALBERTA--(Marketwired - July 21, 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 has completed the non-brokered private placement (the "Private Placement") of common shares announced on June 29, 2015.

The Private Placement, which included certain insiders of the Corporation, is comprised of 2,000,000 common shares ("Common Shares") of the Corporation at a price of $0.15 per share for aggregate gross proceeds of $300,000.

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

The net proceeds of the Private Placement will be used with a view to completing a "Qualifying Transaction" and for general working capital purposes.

Under the Private Placement, Michael Sutton, a director of the Corporation purchased 90,000 Common Shares under the Private Placement and now owns and controls approximately 8.2% of the issued and outstanding Common Shares, and Harry Dobson, a founder of the Corporation, indirectly purchased 190,000 Common Shares under the Private Placement and now owns or controls approximately 15.7% of the issued and outstanding Common Shares. Their participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transactions. This transaction is exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to the distribution of securities for cash, fair market value not more than $2,500,000 and financial hardship exemptions as set forth in MI 61-101. Additionally, the spouse of Brian Hinchcliffe, the President and CEO and a director of the Corporation, purchased 75,000 Common Shares under the Private Placement, which represents approximately 1.3% of the issued and outstanding Common Shares. Mr. Hinchcliffe owns and controls 1,100,000 Common shares, representing approximately 18.4% of the issued and outstanding Common Shares.

The Corporation did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Corporation were not settled until shortly prior to closing of the Private Placement and the Corporation wished to close on an expedited basis for sound business reasons.

The Proposed Qualifying Transaction

As announced by the Corporation in its June 17, 2015 press release, it 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.

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 July 13, 2015, the Corporation also announced 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. Further details with respect to the Brokered Private Placement will be provided by way of a subsequent press release.

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), the anticipated use of the proceeds of the Private Placement and the Brokered Private Placement, regulatory approvals, the proposed business of the Resulting Issuer 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

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