Further investment in BTL Group Ltd.
6 May 2016
Vela Technologies plc
("Vela" or the "Company")
Further investment in BTL Group Ltd.
The Board of Vela (AIM: VELA), the investing company focused on early-stage and pre-IPO disruptive technology investments, notes the announcements released on 25 April 2016 and 5 May 2016 by BTL Group Ltd. ("BTL"), a technology company based in Vancouver, Canada, focused on developing blockchain technologies to disrupt and transform existing industries. BTL has announced that it has completed its previously announced non-brokered private placement (the "BTL Private Placement") for aggregate gross proceeds of CAD$618,700 (equivalent to approximately GBP£331,589*). BTL intends to use the proceeds from the BTL Private Placement in connection with the acceleration of its blockchain strategy, development of its blockchain technologies and towards general and administrative expenses.
As part of the BTL Private Placement, Vela has subscribed for CAD$25,000 of new BTL shares at the price of the BTL Private Placement.
Following the further investment in BTL, Vela holds 741,666 ordinary shares in BTL, equivalent to a 4.7% equity interest in the fully diluted issued share capital of BTL, which is listed on the TSX Venture Exchange.
Extracts from the BTL announcement of 5 May 2016 are copied below:
BTL GROUP LTD. (TSX VENTURE:BTL) ("BTL" or the "Corporation") is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate gross proceeds of $618,700 (the "Private Placement").
The Private Placement was comprised of 1,031,164 equity units (the "Units") that were issued at a price of $0.60 per Unit. Each Unit consists of one (1) common share of the Corporation and one (1) common share purchase warrant of the Corporation (a "Warrant"). Each Warrant entitles the holder to acquire one (1) common share of the Corporation for a period of 12 months from the date of issuance of the Warrant, at an exercise price of $1.00 per share.
The securities issued in connection with 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 from the Private Placement will be used in connection with acceleration of its blockchain strategy, development of its blockchain technologies and towards general and administrative expenses.
The Corporation may pay a commission or finder's fee to eligible parties in connection with the Private Placement, subject to the approval of the TSX Venture Exchange and compliance with applicable securities laws.
Under the Private Placement, John Thomson, a director of the Corporation purchased 166,666 Units and now owns and controls approximately 3.90% of the issued and outstanding common shares of the Corporation. His participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("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 Transaction. 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. Additionally, the spouse of Brian Hinchcliffe, Executive Chairman of the Corporation, purchased 83,333 Units under the Private Placement, and now holds common shares of the Corporation that represent approximately 1.00% of the issued and outstanding common shares of the Corporation. The combined holdings of Brian and Margaret Hinchcliffe represent approximately 7.87% of the issued and outstanding common shares of the Corporation.
The Company 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 - 2 - 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 Corporation has also agreed to pay to Foster & Associates Financial Services Inc. ("Foster") a cash finder's fee equal to 5% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Private Placement that were introduced by Foster ($4,950).
The Corporation has agreed to pay to Smaller Company Capital Ltd. ("SCC") a cash finder's fee equal to 5% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Private Placement that were introduced by SCC ($18,485).
About BTL
BTL is a technology company whose 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 Xapcash which, combined with BTL's proprietary cross border settlement technology (Interbit), is focused on leveraging blockchain technology to create rapid and cost effective "cash-in cash-out" settlement solutions from Canada and the United Kingdom to target countries.
The announcement by BTL can also be found at the following link:
http://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00032415
*Based on the exchange rate as at today's date (CAD$1: GBP£0.536).
For further information please contact:
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