Ether Capital Corporation Announces Private Placement
Toronto, Ontario, January 8, 2019 – Ether Capital Corporation (“Ether Capital”, “ETHC” or the “Company”) (NEO: ETHC) is pleased to announce that it intends to complete a non-brokered private placement of units of the Company (“Units”) for anticipated gross proceeds of approximately $2,000,000 (the “Offering”).
The offer price (“Offer Price”) of each Unit will be equal to the net asset value (“NAV”) of the Company on the pricing date (“Pricing Date”) plus a pro-rata allocation of the expenses of the Offering. The NAV will be calculated on the Pricing Date, which is expected to be on January 18, 2019. For reference purposes, the Offer Price on January 7, 2019 would have been $0.59 per Unit based on a market price of Ether of US$152.
Each Unit will be comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price equal to 120% of the Offer Price, rounded to two decimal places, for a period of 12 months from the closing date of the Offering. Subject to customary closing conditions, the Offering is expected to close on or about January 24, 2019 but remains subject to customary closing conditions including the consent of the Aequitas NEO Exchange (the “NEO Exchange”). The Company will use reasonable best efforts to list the Warrants on the NEO Exchange including satisfying the relevant listing requirements.
The Company expects that certain insiders of the Company will subscribe for not less than an aggregate of $500,000 of Units, which includes a $300,000 subscription from Executive Chairman and Co-Chief Investment Officer Som Seif. As such, the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company expects to rely 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. Details of amounts subscribed for by related parties will be disclosed once the terms of the Offering are finalized.
The Offering is subject to the 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. For the purposes of calculating NAV at the Pricing Date, the Company intends to use the average price of Ether from CoinMarketCap, Coinbase and Gemini as at 4:30 p.m. (Toronto time).
The Company intends to use the proceeds from the Offering to fund working capital and for general corporate purposes including investment opportunities. The Company may pay a cash commission to eligible parties in connection with the Offering equal to 6% of the gross proceeds raised from subscriptions arranged by certain finders and issue such number of non-transferable warrants as is equal to 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.
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, 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 completion of the proposed Offering as well as statements in regard to 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.