Ether Capital Corp. Announces Proposed Offering of Units

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES


TORONTO--(BUSINESS WIRE)--March 9, 2021--Ether Capital Corporation (“Ether Capital” or the “Company”) (NEO: ETHC) announced today that it is commencing an overnight marketed offering (the “Offering”) of units (the “Offered Securities”) of the Company, with each Offered Security consisting of one common share of the Company and one-half of one common share purchase warrant.


The Offered Securities will be offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement to the Company’s base shelf prospectus dated March 4, 2021 (the “Prospectus”) and in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws. 


The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to market and other customary conditions, including requirements of the Neo Exchange Inc. 


In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the Offered Securities pursuant to the proposed Offering on the same terms and conditions. 


The Company intends to use the net proceeds of the Offering to execute on the Company’s business strategy of investing in projects, protocols, technologies and businesses that leverage the Ethereum ecosystem and Web 3 technologies, which may include investments in digital assets. The Company may also use the net proceeds for working capital requirements or for other general corporate purposes. Pending any such permanent use of the net proceeds, the Company intends to invest the net proceeds in Ether. 

Canaccord Genuity Corp. and CIBC Capital Markets are acting as the co-lead underwriters for the Offering.


A short form base shelf prospectus dated March 4, 2021 containing important detailed information about the securities being offered has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the short form base shelf prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1 or CIBC Capital Markets by email at Mailbox.CanadianProspectus@cibc.com. The Company intends to file a supplement to the short form base shelf prospectus, and investors should read the short form base shelf prospectus and the prospectus supplement before making an investment decision. There will not be any sale or any acceptance of an offer to buy securities being offered until the prospectus supplement has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada other than Quebec. 


The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws. Accordingly, the Offered Securities may not be offered or sold within the United States or to or for the account or benefit of a U.S. person unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.


About Ether Capital Corporation

Ether Capital is a Toronto-based technology company whose long-term 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 experience and relationships to support businesses and invest in industry-shifting disruptive technologies. For more information, visit http://ethcap.co/.


The content of this document is for informational purposes only, and is not being provided in the context of an offering of any securities described herein, nor is it a recommendation or solicitation to buy, hold or sell any security. The information is not investment advice, nor is it tailored to the needs or circumstances of any investor. Information contained on this document is not, and under no circumstances is it to be construed as, an offering memorandum, prospectus, advertisement or public offering of securities. No securities commission or similar regulatory authority has reviewed this document and any representation to the contrary is an offence. Information contained in this document is believed to be accurate and reliable, however, we cannot guarantee that it is complete or current at all times. The information provided is subject to change without notice and neither Ether Capital Corporation, nor any of its affiliates, will be held liable for inaccuracies in the information presented. 


Forward-Looking Information 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. The Company cautions the reader not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Generally, but not always, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “on pace”, “anticipates”, or “does not anticipate”, “believes”, and similar expressions or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will” be taken, occur or be achieved. 

Forward-looking statements are based on information available to management at the time they are made, management’s current plans, estimates, assumptions, judgments and expectations. 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 risks and uncertainties 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 (including proof of stake and Ethereum 2.0), and the Ethereum platform and anticipated timing and impact of the Ethereum network upgrade, the impact of the outbreak of the COVID-19 coronavirus on the Company, and the other risk factors discussed in the Company’s Annual Information Form dated March 25, 2020, the Risk Factors section in its most recently filed management’s discussion and analysis, the Risk Factors section in its recently files Base Shelf Prospectus dated March 4, 2021 and its other filings available on-line at www.sedar.com. Although the forward-looking information contained in this press release is based on assumptions that the Company believes to be reasonable 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. In addition, the Company cautions the reader that information provided in this press release is provided in order to give context to the nature of some of the Company’s future plans and may not be appropriate for other purposes. 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.


Contacts

Brian Mosoff
Chief Executive Officer
Brian@ethcap.co

Stefan Coolican
President and Chief Financial Officer
Stefan@ethcap.co

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