Vela Technologies Regulatory News (VELA)

19 February 2016

Vela Technologies plc

("Vela" or the "Company")

Update on investment in BTL Group Ltd.

The Board of Vela (AIM: VELA), the investing company focused on early-stage and pre-IPO disruptive technology investments, would like to update shareholders on progress at BTL Group Ltd. ("BTL"), a technology company based in Vancouver, Canada, focused on developing blockchain technologies to disrupt and transform existing industries. BTL announced on 16 February 2016 that it had, on that day, entered into a binding letter of intent to acquire all of the issued and outstanding securities of Xapcash Technologies Inc..

Vela currently holds 700,000 shares in BTL representing a c. 5% equity interest in the fully diluted issued share capital of BTL, which is listed on the TSX Venture Exchange.

Extracts from the BTL announcement are copied below.

'VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 16, 2016) - BTL GROUP LTD. (TSX VENTURE:BTL) ("BTL" or the "Corporation") is pleased to announce that it has entered into a binding letter of intent dated effective February 16, 2016 ("LOI") with Xapcash Technologies Inc. ("Xapcash") to complete a business combination, whereby BTL has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of Xapcash (the "Transaction"). BTL and Xapcash are working together on new blockchain based remittance products utilizing Xapcash's front-end remittance product and BTL's back-end remittance platform (Interbit) to transmit funds globally, efficiently and at significantly reduced costs to users. Of particular importance to the Transaction and the launch of BTL's blockchain remittance solution is the money service business (MSB) registration that Xapcash has obtained in Canada.

"This year is of strategic importance to BTL as we aim to penetrate the global remittance market with our blockchain solutions and start building revenues and margin," commented Guy Halford-Thompson, CEO of BTL. "The addition of Xapcash, and its management and blockchain expertise advances this strategy."

"This merger with BTL ensures a successful launch of a joint remittance solution and pave the way for more innovative Xapcash/BTL products in the future," said Jackson Warren, Xapcash founder and CEO. "Furthermore, the partnership significantly expands what is already considerable blockchain expertise among the management of BTL, and I am excited to become a shareholder of BTL."

BTL will issue additional press releases related to the Transaction, its blockchain remittance solution and related sales and marketing objectives and other material information, as it becomes available.

The Transaction

The LOI is to be superseded by a definitive agreement ("Definitive Agreement") to be signed on or before March 4, 2016 (or such other date as is agreed by the parties). BTL proposes to acquire all of the issued and outstanding securities of Xapcash pursuant to the terms of the Definitive Agreement, in exchange for 220,000 common shares of BTL. Given that the last closing price of the common shares of BTL prior to the issuance of this press release was $0.67 per share, aggregate consideration payable pursuant to the Transaction is deemed to be $147,400. 

The Transaction is not a non-arm's length transaction for the purposes of the policies of the TSX Venture Exchange ("Exchange").

The Transaction is conditional upon, among other things: (i) the parties entering into a Definitive Agreement in respect to the Transaction and any collateral issues or matters on or before March 4, 2016; and (ii) the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations.'

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 Interbit with a focus 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://blockchaintechltd.com/press/btl-accelerates-its-blockchain-strategy-acquiring-xapcash-technologies.html

Antony Laiker, Executive Director of Vela, made the following statement:

"We are delighted that so soon after our investment, BTL is demonstrating once again how it is starting to put the pieces of the jigsaw together. This transaction brings together the front-end product offered by Xapcash and Interbit, BTL's back-end remittance platform. We hope to see more exciting news from this collaboration in the future."

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