BTL Group Ltd. (BTL.V)  has entered into a binding letter of intent dated effective Feb. 16, 2016, with Xapcash Technologies Inc. to complete a business combination, whereby BTL has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of Xapcash. 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The LOI is to be superseded by a definitive agreement (“Definitive Agreement”) to be signed on or before March 4, 2016 (or such other date as is agreed by the parties).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.