Update re proposed investment in BlockchainK2 Corp

RNS Number : 5589P

Vela Technologies PLC

29 May 2018

 

29 May 2018

Vela Technologies plc

("Vela")

Update re. proposed investment in BlockchainK2 Corp.

Further to the announcements released by Vela on 21 May 2018, 18 January 2018 and 5 April 2018, 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 released on Friday 25 May 2018 by African Hydrocarbons Inc. ("African Hydrocarbons") confirming that it has completed its "Change of Business Transaction" ("COB Transaction").

Following completion of the COB Transaction all relevant conditions in respect of Vela's investment in BlockchainK2 Corp. ("BlockchainK2") have been satisfied. As a consequence Vela's investment of £200,589 in BlockchainK2 will complete with effect from 30 May 2018 and become Vela's eleventh portfolio company. Vela will hold a minority stake in BlockchainK2. The investment has been funded from Vela's existing cash resources.

As part of the COB Transaction, African Hydrocarbons has changed its name to BlockchainK2 Corp. The company intends to meet the listing requirements for a "Tier 2" technology issuer on the TSX Venture Exchange and will be a blockchain technology company, with its initial business being cryptocurrency mining. Trading in the common shares of the company is expected to begin on the TSX Venture Exchange under the company's new stock symbol "BITK" on May 30, 2018.

The company is completing the Change of Business by acquiring cryptocurrency mining rigs and other equipment necessary to commence cryptocurrency mining operations. The company is in the process of making an initial order for Bitcoin mining rigs. The remaining cryptocurrency mining rigs will be ordered as soon as possible thereafter, subject to the company sourcing the most up to date equipment and at the most favorable prices. 

The company also intends to negotiate and execute the agreements necessary to commence cryptocurrency mining operations, such operations to be hosted and managed at a third-party data center located in Edmonton, Alberta.

The commencement of cryptocurrency mining operations will be the company's first step towards its goal of building a blockchain company, first through the development and ownership of cryptocurrency infrastructure and thereafter through investments in other blockchain businesses or technologies.

Extracts from the Africa Hydrocarbons announcement are copied below:

Africa Hydrocarbons Completes Change of Business Transaction and Changes Name to BlockchainK2 Corp.

VANCOUVER, British Columbia, May 25, 2018 (GLOBE NEWSWIRE) -- BlockchainK2 Corp. (formerly Africa Hydrocarbons Inc.) (TSX.V:BITK) (the "Company") is pleased to announce that it has completed its previously announced "Change of Business" transaction ("COB Transaction").  As part of the COB Transaction, the Company changed its name from Africa Hydrocarbons Inc. to BlockchainK2 Corp.  The Company intends to meet the listing requirements for a "Tier 2" technology issuer on the TSX Venture Exchange and will be a blockchain technology company, with its initial business being cryptocurrency mining (described in further detail below).

Change of Name and Stock Symbol, Resumption of Trading

In connection with the closing of the COB Transaction, the Company changed its name from "Africa Hydrocarbons Inc." to "BlockchainK2 Corp." and changed its stock symbol to "BITK".

Trading in the common shares of the Company is expected to begin on the TSX Venture Exchange (the "Exchange") under the Company's new stock symbol "BITK" on May 30, 2018.

Change of Business Transaction

The Company is completing the Change of Business by acquiring cryptocurrency mining rigs and other equipment necessary to commence cryptocurrency mining operations. The Company is in the process of making an initial order for Bitcoin mining rigs. The remaining cryptocurrency mining rigs will be ordered as soon as possible thereafter, subject to the Company sourcing the most up to date equipment and at the most favorable prices.  Delivery of such equipment is expected to occur within two months of payment therefor.

The Company also intends to negotiate and execute the agreements necessary to commence cryptocurrency mining operations, such operations to be hosted and managed at a third-party data center located in Edmonton, Alberta.

The commencement of cryptocurrency mining operations will be the Company's first step towards its goal of building a blockchain company, first through the development and ownership of cryptocurrency infrastructure and thereafter through investments in other blockchain businesses or technologies.

Conversion of Subscription Receipts

Following closing of the COB Transaction, the Company's outstanding subscription receipts (the "Subscription Receipts") issued upon closing of the Company's concurrent non-brokered and brokered private placement financings, as described in the Company's news releases dated January 19, 2018 and April 4, 2018, automatically converted into an aggregate of 3,335,334 common shares in the capital of the Company and 1,667,667 common share purchase warrants (the "Warrants").

Each Warrant entitles the holder to purchase one (1) common share of the Company at an exercise price of CAD$2.00 per common share for 12 months from the date of issuance (the "Time of Expiry"). The Warrants will contain an acceleration right in favor of the Company that will allow the Company to accelerate the Time of Expiry to a date that is a minimum of thirty (30) days following the delivery of the applicable acceleration notice to the holders of the Warrants, if at any time following the issuance of the Warrants, the VWAP is equal to or greater than CAD$2.50 for a period of twenty (20) consecutive trading days on the Exchange.

Aggregate proceeds of CAD$4,169,167.50, which had been held in escrow in accordance with the terms of the Subscription Receipts, have been released to the Company.

Following the completion of the COB Transaction, the Company has an aggregate of 15,901,625 common shares outstanding.

Board, Management and Corporate Matters

The Board of Directors of the Company remains as follows: Douglas Wu, Sergei Stetsenko and Andri Stytsenko. Mr. Wu remains Chief Executive Officer of the Company. Mr. Anthony Jackson remains as Chief Financial Officer and Corporate Secretary.

Biographies of board members and management of the Company are available in the Filing Statement of the Company dated May 22, 2018 (the "Filing Statement") at www.sedar.com under the Company's profile.

Escrowed Securities

In accordance with the policies of the Exchange, an aggregate of up to 1,658,750 common shares in the capital of the Company (the "Escrowed Shares") owned or controlled by Mr. Stetsenko and Mr. Wu will be held in escrow pursuant to an escrow agreement, with Computershare Investor Services Inc., acting as escrow agent. The Escrowed Shares will be released from escrow as follows: 10% upon issuance of the Exchange bulletin granting final approval for the Transaction (the "Final Bulletin"); 15% on the date that is six months after the date of the Final Bulletin; 15% on the date that is 12 months after the date of the Final Bulletin; 15% on the date that is 18 months after the date of the Final Bulletin; 15% on the date that is 24 months after the date of the Final Bulletin; 15% on the date that is 30 months after the date of the Final Bulletin; and 15% on the date that is 36 months after the date of the Final Bulletin.

Additional Information

Additional information about the Company and the COB Transaction is available on SEDAR at www.sedar.com under the Company's profile. The summary of the COB Transaction set out above is qualified in its entirety by reference to the description of the COB Transaction in the Filing Statement.

ON BEHALF OF THE BOARD OF
BLOCKCHAINK2 CORP.

Douglas Wu
CEO and Director

For further information, please telephone: [phone].

Completion of the COB Transaction and resumption of trading on the Exchange is subject to a number of conditions. There can be no assurance that the COB Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the COB Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the COB Transaction and has neither approved nor disapproved the contents of this news release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

 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/Asha Chotai Tel: [phone] Smaller Company Capital Limited (Broker) Rupert Williams/Jeremy Woodgate Tel: [phone]

 

END

 

 

UPDGMGZKZLZGRZM