Update re BTL Group Ltd

RNS Number : 4831X

Vela Technologies PLC

24 November 2017

 

24 November 2017

Vela Technologies plc

("Vela")

Update re BTL Group Ltd - Completion of Fundraising

Further to the announcement on 6 November 2017, the Board of Vela (AIM: VELA), the investing company focused on early-stage and pre-IPO disruptive technology investments, is pleased to note the update announcement made on Thursday 23 November 2017 by BTL Group Ltd ("BTL") regarding their fundraising exercise for raising funds in connection with the development of Interbit, BTL's proprietary blockchain platform. BTL has announced that it has closed the brokered private placement and a concurrent non-brokered private placement of an aggregate of 3,122,774 common shares and 1,561,387 warrants for gross proceeds of approximately C$15.3 million (equivalent to £9.0 million*).

Vela holds, as at the date of this announcement, 590,000 common shares in BTL equivalent to approximately 2.63 per cent. of BTL's issued share capital as enlarged following completion of the fundraising. BTL is listed on the TSX Venture Exchange, on which the closing mid-market price on 23 November 2017 of BTL's common shares was C$6.98 per share which values Vela's shareholding in BTL at approximately C$4.12 million (equivalent to £2.42 million*). In addition, Vela holds a total of 66,666 warrants in BTL. 41,666 warrants are exercisable at a price of C$1.50 for a period expiring on 17 December 2017 and 25,000 warrants are exercisable at a price of C$3.25 for a period expiring on 6 April 2019.

Extracts from the BTL announcement are copied below:

BTL GROUP LTD. (TSX Venture:BTL) ("BTL" or the "Company") is pleased to announce that, on November 23, 2017, it closed the previously announced brokered private placement (the "Brokered Offering") of 2,184,000 equity units of the Company ("Units") at an issue price of C$4.90 per Unit, for aggregate gross proceeds of approximately C$10.7 million. Each Unit is comprised of one common share of the Company ("Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), with each Warrant entitling the holder to purchase one Common Share at an exercise price of C$7.00 per Common Share until November 23, 2018. 

In connection with the Brokered Offering, BTL entered into an agency agreement with GMP Securities L.P. (the "Agent"), whereby BTL agreed to pay the Agent a fee equal to 6.0% of the aggregate gross proceeds received under the Brokered Offering. 

BTL is also pleased to announce it has closed its previously announced concurrent non-brokered private placement (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offerings") of 938,774 Units at an issue price of C$4.90 per Unit, for aggregate gross proceeds of approximately C$4.6 million.  In connection with the Non-Brokered Offering, the Company has paid a finder's fee to Smaller Capital Company Ltd. of C$276,000.

In connection with the Offerings, BTL issued an aggregate of 3,122,774 Common Shares and 1,561,387 Warrants, for gross proceeds of approximately C$15.3 million.

"We are delighted to have completed this funding round, where we saw significantly increased investor demand given the recent progress and exciting news from the Company.  The capital will be used to rapidly expedite our go to market strategy for our third generation blockchain platform, Interbit^TM. As we have proven throughout this year in our customer journeys, Interbit^TM meets the requirements of industry via its scalability and privacy, with the platform using its multiple connected blockchains, aiming to handle hundreds of thousands of transactions per second. Our plan is to deliver a product that will be relevant in many years to come, as we envisage widespread enterprise adoption of blockchain technology," said Dominic McCann, CEO of BTL.

The Common Shares, Warrants and Common Shares underlying the Warrants are subject to statutory hold periods which expire on March 24, 2018.

BTL intends to use the proceeds from the Offerings in connection with final development of Interbit^TM and towards general and administrative expenses.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ABOUT BTL^TM AND INTERBIT^TM

Listed on the TSX Venture Exchange (TSX Venture:BTL) and operating from both Canada and the UK, BTL is an enterprise technology platform provider that is developing Interbit^TM, a proprietary third generation blockchain platform. Via Interbit^TM, BTL can help companies greatly reduce risks and costs by securely streamlining existing IT infrastructures. BTL has successfully demonstrated how Interbit^TM can innovate and transform existing business processes for leading companies in the finance, energy and gaming sectors.

Interbit^TM is a fast, private, and scalable inter-connected blockchain platform. Via its suite of APIs and smart contracts, Interbit^TM allows businesses around the world to improve efficiency in trading and operations, accelerate development of internal systems, and embrace new revenue generating opportunities, while providing the high levels of security, resilience and auditability required in regulated enterprise environments.

With offices in Vancouver and Calgary, Canada and London, UK, BTL is positioning itself as a front-runner in the blockchain ecosystem, partnering with and enabling enterprises on Interbit^TM in order to improve their existing IT systems.

Website: www.btl.co
Twitter: https://twitter.com/blockchainltd

Notice Regarding Forward Looking Statements

Certain statements in this release are forward-looking statements, which include the anticipated use of proceeds and success of BTL's technologies and products. 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, as well as those risk factors discussed or referred to in BTL's annual Management's Discussion and Analysis for the year ended December 31, 2016 available at www.sedar.com, 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.

*Based on the exchange rate as on 24 November 2017 of C$1: GB0.5886

 For further information, please contact:

Vela Technologies plc Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director  Tel: [phone] Allenby Capital Limited (Nominated Adviser) Nick Athanas/Katrina Perez/Asha Chotai Tel: [phone] Smaller Company Capital Limited (Broker) Rupert Williams/Jeremy Woodgate Tel: [phone]

 

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