Not for dissemination in the United States of America
BTL Group LTD. (TSX VENTURE:BTL) ("BTL") is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate gross proceeds of CAD$3,105,000 (the "Private Placement").
The Private Placement was comprised of 1,150,000 equity units (the "Units") that were issued at a price of CAD$2.70 per Unit. Each Unit consists of one (1) common share of BTL and one-half of one (1/2) common share purchase warrant of BTL (a "Warrant"). Each whole Warrant entitles the holder to acquire one (1) common share of the Corporation for a period of 24 months from the date of issuance of the Warrant, at an exercise price of CAD$3.25 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.
BTL intends to use the proceeds from the Private Placement in connection with acceleration of the development of Interbit, BTL's proprietary blockchain platform and towards general and administrative expenses.
BTL has agreed to pay the following finder's fees in respect of certain sales under the Private Placement: (i) a cash finder's fee of CAD$5,940 to Fosters & Associates Financial Services Inc., (ii) a cash finder's fee of CAD$5,400 to PI Financial Corp., and (iii) a cash finder's fee of CAD$675 to Richardson GMP Limited.
The securities being offered pursuant to the Private Placement have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, or a solicitation of an offer to buy, the securities in the United States.
Grant of Stock Options
BTL also announces the grant of options to officers of BTL to acquire a total of 80,000 common shares ("Common Shares") of the Corporation at an exercise price of CAD$3.42 per share, such options to vest as to one-half on April 6, 2018 and one-half on April 6, 2019. The options expire five years from the date of grant.
About BTL Group LTD.
Operating from both Canada and the UK, BTL offers blockchain solutions to businesses across multiple industries, in particular the finance, energy and gaming sectors. BTL has built prototypes that showcase the capabilities of its Interbit platform, a proprietary blockchain based interbank payment network and settlement and asset trading solution.
Interbit is an open, multi-chain, asset settlement platform with a suite of APIs and smart contracts that allow businesses from across the world to provide global access to fast, secure, and auditable financial and asset trading services.
With offices in Vancouver and Calgary, Canada and London, United Kingdom, BTL is positioning itself as a front-runner in the blockchain ecosystem, providing advice and knowledge to industry leaders.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Private Placement 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 Private Placement, the anticipated use of the proceeds of the Private Placement, the development and launch of BTL's technologies and products, 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, the development of competitive technologies, the marketplace acceptance of BTL's technologies and products, and other factors, many of which are beyond the control of BTL. 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, BTL 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, BTL 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.