Northern Aspect Resources Ltd.

June 17, 2015 19:21 ET

Northern Aspect Resources Ltd. Executes Letter of Intent with Blockchain Tech Ltd. for Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - June 17, 2015) -


Northern Aspect Resources Ltd. (NEX:NTH.H) ("NARL") is pleased to announce that it has entered into a binding letter of intent dated effective June 16, 2015 ("LOI") with Blockchain Tech Ltd. ("BTL") to complete a business combination, whereby NARL 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. The Transaction is intended to constitute the Qualifying Transaction of NARL, as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

About 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 growing number of countries using blockchain technology.

"The combining of BTL and NARL will mark a milestone in the advancement of blockchain technology and the proven track record of the parties involved creates a very exciting opportunity in this space," commented Guy Halford-Thompson, BTL's founder and President. He added that, "This transaction will create a new leader in the blockchain technology space."

Added Brian Hinchcliffe, President and CEO of NARL, "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 and access to the public markets will make this growth very exciting for our shareholders."

The Qualifying Transaction

Pre-Closing Capitalization of NARL

As of the date hereof, NARL's authorized share capital consists of an unlimited number of common shares ("NARL Common Shares") and an unlimited number of preference shares in the capital of NARL, issuable in series, of which 3,981,300 NARL Common Shares and no NARL Preference Shares are issued and outstanding.

Pre-Closing Capitalization of BTL

As of the date hereof, 100 shares of BTL are issued and outstanding. No other securities convertible into or exchangeable for securities of BTL are outstanding and no other rights to acquire securities of BTL exist.
The percentage ownership and residence of each of the control persons of BTL are as follows: Guy Halford-Thompson of Vancouver, BC holds 27% of the outstanding shares of BTL; Hugh Halford-Thompson of the United Kingdom holds 27% of the outstanding shares of BTL; Rupert Williams of the United Kingdom holds 20% of the outstanding shares of BTL; and Jeremy Woodgate of the United Kingdom holds 20% of the outstanding shares of BTL.

Terms of the Transaction

The LOI is to be superseded by a definitive agreement ("Definitive Agreement") to be signed on or before August 31, 2015 (or such other date as is agreed to by NARL and BTL). NARL proposes to acquire all of the issued and outstanding BTL Common Shares pursuant to the terms of the Definitive Agreement, in exchange for 5,000,000 common shares of the Resulting Issuer at closing of the Transaction. Pursuant to the Transaction, the shareholders of BTL will become shareholders of the Resulting Issuer. Given that the last closing price of the NARL Common Shares prior to the issuance of this press release was $0.15 per share, aggregate consideration payable pursuant to the Transaction is deemed to be $750,000.

It is currently anticipated that the board of directors and management of the Resulting Issuer will be determined by mutual agreement between NARL and BTL, provided the Exchange does not object to such nominations and such persons are eligible to act as directors and officers pursuant to the applicable laws.

Prior to the completion of the Transaction, NARL will complete a private placement of securities for gross proceeds of no less than $2,000,000. The terms and pricing of such financing and the involvement of any agents has not yet been determined and will be dependent on various factors, including market conditions.

The Transaction is not a non-arm's length transaction for the purposes of the policies of the Exchange, therefore NARL is not required to obtain shareholder approval.

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption or waiver from sponsorship requirement is available. NARL is currently reviewing the requirements for and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. NARL intends to include any additional information regarding sponsorship in a subsequent press release.

Trading in the shares of NARL is presently halted. It is uncertain whether the shares of NARL will resume trading until the Transaction is completed and approved by the Exchange.

The Transaction is conditional upon, among other things:

  1. the parties entering into a Definitive Agreement in respect to the Transaction and any collateral issues or matters on or before August 31, 2015;
  2. the parties preparing a filing statement in accordance with the rules of the Exchange, outlining the terms of the Transaction;
  3. the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations;
  4. BTL obtaining the requisite shareholder approvals for the Transaction;
  5. the parties obtaining requisite board approvals for the Transaction;
  6. each of the parties required by the Exchange entering into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the Exchange;
  7. NARL completing a private placement financing for minimum gross proceeds of not less than $2,000,000; and
  8. the Resulting Issuer meeting the applicable Initial Listing Requirements of the Exchange as a Technology Issuer (pursuant to Policy 2.1 - Initial Listing Requirements of the Exchange), including, without limitation, the public float requirements.

Name Change

It is intended that the Resulting Issuer will be named "Blockchain Tech Inc." or such other name as the parties may reasonably agree upon.

NARL will issue additional press releases related to the final legal structure of the Transaction, financing terms, 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, Exchange acceptance and, if applicable, pursuant to the requirements of the 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.

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.

Certain statements in this release are forward-looking statements, which include completion of the proposed Transaction and related financing, deadlines, 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 NARL. 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, NARL 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, NARL undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

Contact Information

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