BTL GROUP LTD. ("BTL")
[formerly Northern Aspect Resources Ltd. ("NTH.H")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered/Non-Brokered, Name Change, Graduation from NEX to TSX Venture
BULLETIN DATE: November 5, 2015
TSX Venture Tier 2 Company
Resume Trading
Effective at the opening on Friday, November 6, 2015, the common shares of BTL Group Ltd. will commence trading on TSX Venture Exchange, and the common shares of Northern Aspect Resources Ltd. will be delisted.
Qualifying Transaction
TSX Venture Exchange has accepted for filing BTL Group Ltd.'s (formerly Northern Aspect Resources Ltd.) (the "Company") Qualifying Transaction described in its Filing Statement dated October 23, 2015. As a result, at the opening on Friday, November 6, 2015, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Qualifying Transaction consists of the arm's length acquisition of all shares of Blockchain Tech Ltd. ("BTL") for a consideration of 5,000,000 shares of the Resulting Issuer at a deemed price of $0.15 per share ($750,000) pursuant to a share exchange agreement dated August 31, 2015 among Northern Aspect Resources Ltd., BTL, and the shareholders of BTL.
For further information on the Qualifying Transaction, please refer to the Company's Filing Statement available on SEDAR.
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
Private Placement-Brokered/Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced August 11, 2015:
Number of Shares: $1,700,000 subscription receipts
Purchase Price: $0.50 per subscription receipt
Number of Placees: 22 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Sub. Receipts
Bamert & Partner AG (Harry David Dobson) Y 150,000
Zila Corporation (Harry David Dobson) Y 230,000
Michael Sutton Y 80,000
Agent's Fee: Fosters & Associates Financial Services Inc. - $1,400 cash and 2,800 common shares.
Beacon Securities Limited - $50,400 cash and 100,800 common shares.
Finder's Fee: M Partners Inc. - $51,191.26 cash.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
Name Change
Pursuant to a resolution passed by shareholders on July 13, 2015, the Company has changed its name to BTL Group Ltd. There is no consolidation of capital.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Friday, November 6, 2015, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Calgary.
Effective at the opening on Friday, November 6, 2015, the common shares of BTL Group Ltd. will commence trading on TSX Venture Exchange, and the common shares of Northern Aspect Resources Ltd. will be delisted. The Company is classified as a ''Technology" company.
Capitalization: Unlimited shares with no par value of which
14,484,900 shares are issued and outstanding
Escrow: 8,055,000 shares are subject to 36 months staged release escrow,
5,000,000 of which are subject to a Tier 2 Value Security Escrow Agreement; and
3,055,000 of which are subject to a CPC Escrow Agreement
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: BTL (NEW)
CUSIP Number: 055766 10 9 (NEW)
Company Contact: Guy Halford-Thompson, CEO and Director
Company Address: c/o 1600, 421 7th Avenue SW, Calgary, AB T2P 4K9
Company Phone Number: +1 855 256 5246
Company Email Address: guy@blockchaintechltd.com
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