TIDMVELA
RNS Number : 2401B
Vela Technologies PLC
08 January 2018
8 January 2018
Vela Technologies plc
("Vela")
Update re. proposed investment in BlockchainK2 Corp.
Further to the announcement released by Vela on 8 December 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 5 January 2018 by
Africa Hydrocarbons Inc. ("Africa Hydrocarbons") regarding its
"Change of Business" transaction. Africa Hydrocarbons has announced
that on completion of the Change of Business transaction, it
intends to acquire no less than CAD$1.6 million worth of
cryptocurrency mining rigs and other equipment necessary to
commence operations and mine Bitcoin (algorithm SHA256), subject to
larger acquisitions of equipment should the Company raise a larger
amount of funds in connection with the COB Transaction. Africa
Hydrocarbons also announced that the resolution to change the name
of the company to BlockchainK2 Corp. ("BlockchainK2") was approved
at the annual general meeting held on 4 January 2018.
As previously announced, Vela entered into a conditional
agreement to invest GBP200,589 to acquire a minority equity stake
in BlockchainK2 (the "Proposed Investment"). BlockchainK2 is a
cryptocurrency and blockchain platform that offers mining exposure
and proprietary software as a service (SAAS) blockchain solutions
with leading industry partners. The Proposed Investment will be
funded from Vela's existing cash resources. The Proposed Investment
remains subject to a number of conditions being satisfied. If the
COB Transaction is not completed then the Proposed Investment would
not take place and funds would be returned to Vela. There can be no
assurances that the COB Transaction and the Proposed Investment
will be completed.
Further announcements on the Proposed Investment will be made by
Vela at the appropriate time.
Extracts from the Africa Hydrocarbons announcement are copied
below:
Africa Hydrocarbons Inc. (NFK.H: NEX | KNPRF: PNK | KRL1: STU)
(the "Company") is pleased to provide an update on its previously
announced "Change of Business" transaction ("COB Transaction")
pursuant to the policies of the TSX Venture Exchange (the
"Exchange"), with the result that the Company will become a
blockchain technology company, listed on the Exchange (see the
Company's November 23, 2017 press release).
Further to that previous announcement, upon completion of the
COB Transaction, the Company now plans to acquire no less than
CAD$1.6 million worth of cryptocurrency mining rigs and other
equipment necessary to commence operations and mine Bitcoin
(algorithm SHA256), subject to larger acquisitions of equipment
should the Company raise a larger amount of funds in connection
with the COB Transaction. The Company executed a non-binding
agreement on October 25, 2017 with a cryptocurrency mining
equipment supplier in connection with such order, and expects that
it should receive the equipment within two (2) months of making
such order - which order will be made upon completion of the COB
Transaction, unless the Exchange grants early approval to the
Company to make such equipment order.
The Company has also made the determination to build its initial
cryptocurrency mining facility at a third-party data center located
in the State of Georgia in the United States, a low cost
electricity jurisdiction.
Financing
With respect to the Company's previously announced non-brokered
private placement (the "Private Placement") of Subscription
Receipts that is being completed concurrently with the COB
Transaction (see the Company's November 24, 2017 press release),
the Company has received incredible interest and expects to close
such Financing within the next 7 to 10 days, if not sooner.
Annual General and Special Meeting of Shareholders
The Company is also pleased to announce that all resolution
presented at the annual general and special meeting of shareholders
of the Company on January 4, 2018 (the "AGM") were approved,
including the resolution to change the name of the Company to
"BlockchainK2 Corp.". The Company has reserved the stock symbol
"BITK" in connection with such proposed name change. The name and
stock symbol change will be completed in connection with the COB
Transaction and is subject to applicable Exchange and other
regulatory approvals.
Board of Directors and Management
As previously announced, current directors, Douglas Wu, Sergei
Stetsenko and Andri Stytsenko, will remain on the Board of
Directors upon completion of the COB Transaction. Biographies for
Mr. Douglas Wu and Mr. Sergei Stetsenko are set forth in the
Company's November 23, 2017 press release. As for Mr. Andri
Stytsenko, he is a dual citizen of Canada and the Ukraine, and has
a degree in Petroleum Engineering, with over 28 years in the
industry, including 6 years at Halliburton in Western Canada. He is
also an early adopter of crypto currency mining and has been
involved with accessing suitable data center locations with
economic energy sources, both in Western Canada and Eastern
Europe.
General
The COB Transaction is conditional upon, among other things:
a. the Company preparing a filing statement in accordance with
the rules of the Exchange, outlining the terms of the COB
Transaction and the resulting business of the Company;
b. receipt of all requisite regulatory approvals, including the
approval of the Exchange, and any third party approvals and
authorizations (if applicable);
c. the Company obtaining the requisite shareholder approvals for
the COB Transaction (as applicable);
d. the Company completing a private placement financing for
minimum gross proceeds of not less than $2,000,000; and
e. the Company meeting the applicable Initial Listing
Requirements of the Exchange as a Technology Issuer (pursuant to
Policy 2.1 - Initial Listing Requirements of the Exchange),
including, without limitation, the public float requirements.
Trading in the common shares of the Company has been halted in
accordance with the policies of the Exchange and will remain halted
until such time as all required documentation has been filed with
and accepted by the Exchange and permission to resume trading has
been obtained from the Exchange. The Company will then operate
within the technology sector. Since (i) the common shares of the
Company are listed on the NEX market of the Exchange, (ii) the
proposed COB Transaction does not constitute a related party
transaction under the policies of the Exchange, (iii) the Company
is not, and does not expect to be subject to a cease trade order
upon completion of the COB Transaction, and (iv) shareholder
approval is not required to complete the COB Transaction under
applicable corporate and securities laws, the Company does not
expect to be required to seek shareholder approval for the COB
Transaction.
The Company will continue to issue additional press releases
related to the COB Transaction, the Private Placement, sponsorship
and other material information as it becomes available.
ON BEHALF OF THE BOARD OF
AFRICA HYDROCARBONS INC.
Douglas Wu
Director
For further information, please telephone: (403) 984-3194.
Completion of the COB Transaction is subject to a number of
conditions, including but not limited to acceptance by the Exchange
and if applicable pursuant to the Exchange requirements, majority
of the minority shareholder approval. Where applicable, the COB
Transaction cannot close until the required shareholder approval is
obtained. 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
management information circular or filing statement to be prepared
in connection with the COB Transaction, any information released or
received with respect to the acquisition 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 Tel: +44 (0) 7802
Antony Laiker, Director 262 443
Allenby Capital Limited
(Nominated Adviser)
Nick Athanas/Katrina Perez/Asha Tel: +44 (0) 20
Chotai 3328 5656
Smaller Company Capital
Limited
(Broker) Tel: +44 (0) 20
Rupert Williams/Jeremy Woodgate 3651 2910
This information is provided by RNS
The company news service from the London Stock Exchange
END
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