RNS Number : 3114C
Vela Technologies PLC
18 January 2018

18 January 2018


Vela Technologies plc



Update re. proposed investment in BlockchainK2 Corp.


Further to the announcements released by Vela on 8 December 2017 and 8 January 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 17 January 2018 by African Hydrocarbons Inc. ("African Hydrocarbons").


African Hydrocarbons has accepted subscription agreements for approximately C$2.96 million worth of subscription receipts ("Subscription Receipts") in connection with its previously announced non-brokered private placement of Subscription Receipts. African Hydrocarbons has received subscription agreements representing 2,366,551 Subscription Receipts, being issued at a price of C$1.25. African Hydrocarbons will continue to accept subscription Receipts until 19 January 2018 (unless the company decides to extend the private placement).


African Hydrocarbons is completing the private placement in conjunction with the previously announced proposed "Change of Business" ("COB") transaction  pursuant to the policies of the TSX Venture Exchange (the "Exchange"), with the result that African Hydrocarbons will become a blockchain technology company, listed on the Exchange. Africa Hydrocarbons has also previously 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 £200,589 to acquire a minority equity stake in BlockchainK2 (the "Proposed Investment") and Vela's Proposed Investment is part of the C$2.96 million private placement detailed above. 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 announced that is has accepted subscription agreements for $2,958,189 worth of subscription receipts of the Company ("Subscription Receipts") in connection with its previously announced non-brokered private placement of Subscription Receipts (the "Private Placement"). Each Subscription Receipt is being issued at a price of CAD$1.25 and the subscription agreements accepted by the Company represent 2,366,551 Subscription Receipts.

The Private Placement is being completed in conjunction with the previously announced proposed "Change of Business" ("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.

Due to strong demand, the Company proposes to increase the maximum amount to be raised under the Private Placement and will continue to accept subscription agreements and subscription funds for Subscription Receipts in connection with this Private Placement until January 19, 2018, unless the Company decides to extend the Private Placement.

Each Subscription Receipt entitles the holder to receive, without further consideration or action, one (1) common share of the Company ("Common Share") and one-half of one (1/2) Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), upon satisfaction of certain release conditions, including the satisfaction of applicable conditions precedent of the COB Transaction. The gross proceeds from the sale of the Subscription Receipts are being held in escrow pending the completion of the COB Transaction, unless the Exchange grants a waiver for earlier release of such escrow. If the COB Transaction is not completed, holders of the Subscription Receipts will be entitled to receive the full purchase price of their Subscription Receipts, together with their pro rata share of interest earned thereon.

Each Warrant will entitle the holder to purchase one (1) Common Share 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.

All of the securities of the Company issued in connection with the conversion of the Subscription Receipts will be subject to a hold period of four months and a day.

The net proceeds of the Private Placement will be used with a view to developing the business of the Company resulting from the COB Transaction and for general working capital purposes.

See the Company's press releases dated November 23, 2017 and January 5, 2018 for further information regarding the COB Transaction. The Company will issue additional press releases related to the COB Transaction, financing, sponsorship, the names and background of other proposed management and directors of the Company, its proposed name change and other material information as it becomes available.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.



Douglas Wu


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

Antony Laiker, Director



Tel: +44 (0) 7802 262 443


Allenby Capital Limited

(Nominated Adviser)

Nick Athanas/Katrina Perez/Asha Chotai




Tel: +44 (0) 20 3328 5656

Smaller Company Capital Limited


Rupert Williams/Jeremy Woodgate




Tel: +44 (0) 20 3651 2910




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