Ether Capital Corporation Announces Closing of Private Placement
Toronto, Ontario, February 7, 2019 – Ether Capital Corporation (“Ether Capital”, “ETHC” or the “Company”) (NEO: ETHC) is pleased to announce that it has closed the previously announced non-brokered private placement of 2,208,875 units of the Company (“Units”) for gross proceeds of approximately $1.1 million (the “Offering”).
The offer price (“Offer Price”) was $0.48 per Unit, which reflected the net asset value (“NAV”) of the Company on January 18, 2019 (“Pricing Date”) plus a pro-rata allocation of the expenses of the Offering. The NAV for the purposes of calculating the Offer Price was based on a market price of Ether of US$120, which was the average price of Ether from CoinMarketCap, Coinbase and Gemini as at 4:30 p.m. (Toronto time) on the Pricing Date.
Each Unit is comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). The final terms of the Warrants entitle a holder of a Warrant to purchase one Common Share at an exercise price of $0.48 prior to 5:00 p.m. (Eastern time) on February 6, 2021. The expiry date of the Warrants may be accelerated by the Company in the event that the daily volume weighted average price of the Common Shares on the Aequitas NEO Exchange Inc. (the “NEO Exchange”) is $1.00 or greater for a period of ten consecutive trading days (the “Acceleration Event”). The Company may, upon giving notice to TSX Trust Company (as Warrant agent) and the registered holders of the Warrants that an Acceleration Event has occurred, accelerate the expiry date of the Warrants to a date which is not less than 21 days after the date of the notice. The Company has endeavoured to list the Warrants on the NEO Exchange, subject to applicable securities laws and approval of the NEO Exchange.
The securities issued in connection with the Offering will be subject to a four month hold period, in accordance with applicable securities laws.
The Company intends to use the proceeds from the Offering to fund working capital and for general corporate purposes including investment opportunities. The Company paid a cash commission to eligible parties in connection with the Offering equal to approximately $25,000 and issued approximately 51,000 non-transferable warrants which represent 6% of the gross proceeds raised from and 6% of the number of Units subscribed for pursuant to the subscriptions arranged by such finders, subject to the approval of the NEO Exchange and compliance with applicable securities laws. Each finder’s warrant entitles a holder thereof to purchase one Common Share at an exercise price of $0.48 prior to 5:00 p.m. (Eastern time) on February 7, 2020.
The Offering constituted a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”) as certain insiders of the Company subscribed for 1,043,500 Units under the Offering. The Company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation in the Offering.
Som Seif, the Executive Chairman and Co-Chief Investment Officer of the Company, acquired 656,250 Units under the Offering. Prior to the closing of the Offering, Mr. Seif beneficially owned and controlled an aggregate of 1,502,000 Common Shares, representing approximately 7.2% of the issued and outstanding Common Shares. After the closing of the Offering, Mr. Seif beneficially owns and controls 2,158,250 Common Shares and 656,250 Warrants, representing approximately 11.9% of the issued Common Shares on a partially diluted basis. The Units were acquired for investment purposes and Mr. Seif may acquire additional securities of ETHC or dispose of such securities from time to time, subject to applicable law. An Early Warning Report will be filed and available under the Company’s profile on SEDAR at www.sedar.com.
About Ether Capital Corporation
Ether Capital is a Toronto-based technology company whose objective is to become the central business and investment hub for the Ethereum and Web 3 ecosystem. Ether Capital has invested in Ethereum’s native utility token “Ether” as a strategic asset, and selectively invests in projects, protocols and businesses that leverage the Ethereum ecosystem and Web 3 technologies. Founded by a highly experienced Board of Directors and management team, Ether Capital has the resources, experience and relationships to support businesses and invest in industry-shifting disruptive technologies. For more information, visit http://ethcap.co/.
For further information concerning this press release or for a copy of the Early Warning Report, please contact:
Chief Executive Officer
President and Chief Financial Officer
This press release is not an offer of securities for sale in the United States, and the securities described in this press release may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. The NEO Exchange does not accept responsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “scheduled”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” occur or be achieved. Forward-looking information includes, but is not limited to, the statements in regard to the listing of the Warrants, the prospects for blockchain technology, the Ethereum platform and the Company’s business and strategy.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: general business, economic, competitive, geopolitical, technological and social uncertainties; uncertainties in regard to the development and acceptance of blockchain technology and the Ethereum platform; and uncertain capital markets. Although the forward-looking information is based on the Company’s reasonable assumptions at the date such statements are made, there can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update or revise any forward-looking information, except in accordance with applicable securities laws.