Ether Capital Corp. Closes Offering of Units

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

TORONTO--(BUSINESS WIRE)--March 15, 2021-- Ether Capital Corporation (“Ether Capital” or the “Company”) (NEO: ETHC) announced today that it has closed its previously announced overnight marketed offering (the “Offering”) of 8,283,950 units of the Company (“Units”), including the underwriters’ partial exercise of their over-allotment option to acquire an additional 820,950 Units, at a price of $3.35 per Unit.  The Company also completed an additional concurrent unbrokered private placement of 298,500 Units at a price of $3.35 per Unit (the “Private Placement”). The combined gross proceeds of the Offering and the Private Placement were approximately $28.75 million, before deducting commissions and expenses of the Offering.

Each Unit issued today consists of one common share in the capital of the Company (“Common Shares”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of $4.00 per Warrant prior to March 15, 2023.  In the event that the closing price of the Common Shares is greater than $8.00 per Common Share for a period of 15 consecutive trading days at any time after the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving written notice to the holders thereof and in such case the Warrants will expire 30 days after the date on which such notice is given by the Company. The Warrants have been conditionally approved for listing on the NEO Exchange Inc. (“NEO”), and trading on the NEO is expected to commence later this week, subject to the Company fulfilling all applicable listing requirements.

The Units were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated March 10, 2021 (the “Supplement”) to the Company’s short form base shelf prospectus dated March 4, 2021 (the “Base Shelf Prospectus”) and in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. 

The Company intends to use the net proceeds of the Offering and the Private Placement 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. 

The Offering was led by Canaccord Genuity Corp. and CIBC World Markets Inc., as co-lead underwriters, on behalf of a syndicate of underwriters including Cormark Securities Inc., PI Financial Corp. and M Partners Inc.  The Private Placement was not brokered.

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. Forward-looking information includes, but is not limited to, statements in regard to the expected date by which the Warrants are expected to commence trading on the NEO and the intended use of proceeds of the Offering and the Private Placement. 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 Supplement and Base Shelf Prospectus 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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