TORONTO, March 22, 2018 (GLOBE NEWSWIRE) -- Ethereum Capital Inc. (“Ethereum Capital” or the “Company”) is pleased to provide an update on its proposed reverse takeover transaction with Movit Media Corp. (“Movit”). As previously announced, the Company and Movit entered into a binding agreement pursuant to which the Company will amalgamate with a wholly owned subsidiary of Movit and continue as one corporation (“Amalco”). Holders of common shares in the Company (“Ethereum Shares”) will receive one common share of Movit for each Ethereum Share and Amalco will become a wholly-owned subsidiary of Movit (the “Transaction”). Immediately prior to the completion of the Transaction, the net proceeds of the Company’s $45 million subscription receipt offering will be released from escrow, and each holder of subscription receipts will receive one Ethereum Share for each subscription receipt held.
Ethereum Capital and Movit continue to work towards the completion of the Transaction. On March 22, 2018, Movit mailed to its shareholders a management information circular dated March 16, 2018 (the “Circular”) and related meeting materials in connection with an annual and special meeting of Movit shareholders scheduled to be held on Friday, April 13th, 2018 at 10:00 a.m. (Pacific Standard Time) (the “Movit Meeting”). At the Movit Meeting, Movit shareholders will be asked to consider, among other things, the matters required to effect the Transaction with Ethereum Capital, including a change of name to “Ether Capital Corporation” and a reconstitution of the Movit board of directors with nominees of Ethereum Capital effective on the completion of the Transaction. Holders of approximately 76% of the outstanding common shares of Movit entitled to vote at the Movit Meeting have entered into voting agreements pursuant to which they have agreed to vote their common shares of Movit in favor of the resolutions required to effect the Transaction.
The Circular and related meeting materials will be posted under Movit’s corporate profile on SEDAR at www.sedar.com. Full details regarding the Transaction will be disclosed by Movit in a filing statement (the “Filing Statement”) to be prepared and filed under the policies of the TSX Venture Exchange (“TSXV”) and the Aequitas NEO Exchange (“NEO”), as applicable. The Filing Statement will be posted under Movit’s corporate profile on SEDAR at www.sedar.com prior to completion of the Transaction.
The closing of the Transaction remains subject to the satisfaction of a number of conditions customary for this type of transaction, including the receipt of requisite approvals from Movit shareholders and approval of the TSXV or NEO, as applicable. Subject to receipt of all approvals, the Transaction is currently scheduled to close shortly after the date of the Movit Meeting.
About Ethereum Capital
Ethereum Capital is a technology company whose objective is to become the central business and investment hub for the Ethereum ecosystem. The Company aims to both acquire Ether, Ethereum’s native crypto-asset, as a strategic asset, and make selective acquisitions in Ethereum-based businesses. Through its highly experienced Board of Directors and management team, Ethereum Capital expects to see a robust opportunity pipeline and invest in industry-shifting disruptive technologies. For more information, visit http://ethcap.co/
Further Information
For further information concerning this press release, please contact:
| Som Seif Executive Chairman Ethereum Capital 1 (833) 583-5541 http://ethcap.co/ | Michael H. Conn Chief Executive Officer Ethereum Capital 1 (833) 583-5541 http://ethcap.co/ |
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.
Forward-Looking Information
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 requisite regulatory approval in respect of the Transaction and the parties’ ability to satisfy the closing conditions for the Transaction.
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 shareholder or regulatory 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.