Ethereum Capital Announces Conditional Listing Approval and Filing Statement for Reverse Takeover Transaction
Toronto, ON, April 4, 2018 – Ethereum Capital Inc., (“Ethereum Capital” or the “Company”), a technology company whose objective is to become the central business and investment hub for the Ethereum ecosystem, is pleased to announce the receipt of conditional approval for the listing of the common shares of Movit Media Corp. (“Movit”) on the Aequitas NEO Exchange (“NEO Exchange”). The Company and Movit sought listing approval from the NEO Exchange in preparation for their announced transaction, that will result in a reverse takeover of Movit (the “Transaction”).
In relation to the Transaction, Movit announced the submission of its filing statement dated April 3, 2018. A copy of the filing statement is available under Movit’s corporate profile on SEDAR at www.sedar.com.
Ethereum Capital and Movit entered a binding agreement on March 22, 2018 pursuant to which the former will amalgamate with a wholly-owned subsidiary of the latter and continue as one corporation. The common shares will be listed on the NEO Exchange under the symbol “ETHC”. Movit will delist its shares from the TSX Venture Exchange following the closing of the Transaction.
At the annual and special meeting of Movit shareholders to be held on April 13, 2018, Movit shareholders will be asked, among other matters, to consider, and if deemed appropriate, to pass resolutions (collectively, the “Transaction Resolutions”) approving certain matters in connection with the Transaction, including (i) the continuance of Movit's corporate existence from British Columbia to Ontario (the “Continuance”); (ii) consolidation of the issued and outstanding Movit Shares on the basis of one post-consolidation common share for every 12.5 issued and outstanding common shares (the “Consolidation”); (iii) a change of name to “Ether Capital Corporation” (the “Name Change”); (iv) reconstitution of the board of directors (the “Movit Board”) with nominees of Ethereum Capital effective on the completion of the amalgamation; (v) adoption of a new by-law relating generally to its business and affairs (the “By-law”); and (vi) adoption of a share compensation plan (“Share Compensation Plan”). The Continuance, Consolidation and Name Change will require the approval of 66 2/3% of the votes cast at the meeting while the By-law and Share Compensation Plan will require approval of the holders of a simple majority of the votes cast.
Movit’s Board of Directors have unanimously determined that the Transaction is in the best interests of Movit and determined to recommend that shareholders vote in favour of the Transaction Resolutions. Holders of approximately 76% of the outstanding common shares of Movit entitled to vote at the meeting have entered into voting agreements with Movit pursuant to which they have agreed to vote their Movit shares for the Transaction Resolutions, subject to the right to terminate such voting agreements in certain circumstances.
Subject to receipt of all approvals, the Transaction is currently scheduled to close shortly after the date of the annual and special meeting of Movit shareholders. Following the completion of the Transaction, Ethereum Capital will begin implementing its business plan which, as described in the filing statement, initially involves investing the majority of its available funds into Ether, the crypto asset native to the Ethereum platform.
About Ethereum Capital
Ethereum Capital is a Toronto-based technology company whose objective is to become the central business and investment hub for the Ethereum ecosystem. Ethereum Capital aims to both acquire Ether, Ethereum’s native crypto-asset, as a strategic asset, and selectively acquire Ethereum-based businesses. Founded by a highly experienced Board of Directors and management team, Ethereum 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:
Kaiser Lachance Communications
647-725-2520 ext. 208
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.
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, statements in regard to Ethereum Capital’s business and strategy, Ethereum Capital’s opportunity pipeline, the expected terms and conditions of the Transaction (including the Amalgamation), the closing of the Transaction (including the Amalgamation) and timing thereof, the receipt of all requisite approvals in respect of the Transaction; the parties’ ability to satisfy the closing conditions for the Transaction; and the listing of the Movit Shares on the NEO Exchange under the symbol “ETHC”, the delisting of the Movit Shares from the TSX Venture Exchange and the timing thereof.
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 Movit or Ethereum Capital 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; uncertain capital markets; delay or failure to receive all requisite approvals; a party’s inability to satisfy a condition precedent to the closing of the Transaction (including the obtaining of regulatory approval), and other risks related to the completion of the Transaction and the inability of a party to perform its obligations under the Transition Agreement. Although the forward-looking information is based on Ethereum Capital and Movit’s reasonable assumptions at the date such statements are made, there can be no assurance that the Transaction will be completed, or that, if the Transaction is completed, that it will be completed on the terms described above, or 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. Ethereum Capital and Movit do not undertake to update or revise any forward-looking information, except in accordance with applicable securities laws.