NOT FOR DISTRIBUTION TO US NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

  • Ethereum Capital’s objective is to become the central business and investment hub for the Ethereum ecosystem
  • Management believes that the Ethereum platform will become the backbone for enterprise applications developed using blockchain technology
  • Advisors from Purpose Investments, OMERS, Citizen Hex, L4 and other leading blockchain investors
  • Experienced Board and Management team including Executive Chairman and Co-CIO Som Seif, Co-CIO Ben Roberts and CEO Michael H. Conn

TORONTO, Jan. 29, 2018 (GLOBE NEWSWIRE) -- Ethereum Capital Inc. ("Ethereum Capital" or the “Company”) today announced the launch of a private placement offering of 20,000,000 subscription receipts of the Company (“Subscription Receipts”) at a price of $2.50 per Subscription Receipt (the “Offering”). The Offering will be co-led by Canaccord Genuity Corp. and CIBC Capital Markets. The Company expects to realize gross proceeds of $50.0 million pursuant to the Offering.

Ethereum Capital is a newly-formed technology company focused on becoming the central business and investment hub for the Ethereum ecosystem, a technology that management believes will become the backbone for enterprise applications developed using blockchain protocols. This strategy will be achieved through a combination of acquiring Ether, the crypto-asset native to the Ethereum platform, and through strategic acquisitions of controlling stakes in Ethereum-based businesses.

The Company is led by an experienced group of individuals from both the technology and investment sectors, including Co-Chief Investment Officers Som Seif and Benjamin Roberts, and Chief Executive Officer Michael H. Conn. Strategic relationships and a Board of Directors that includes a number of prominent investors will provide Ethereum Capital with a unique flow of opportunities. The Board will include:

  • Ben Roberts, Co-Founder and CEO of Citizen Hex;
  • John Ruffolo, Executive Managing Director of OMERS Platform Investments;
  • Joey Krug, Co-Founder of Augur and Co-Chief Investment Officer of Pantera Capital;
  • Boris Wertz, Founding Partner of Version One;
  • Liam Horne, Co-Founder of Counterfactual and L4 Ventures;
  • Colleen McMorrow, Director at Exco Technologies and former Audit Partner at Ernst & Young;
  • Cam di Prata, Founder and Managing Partner of Gibraltar & Co.;
  • Michael H. Conn, Founder and Managing Partner of Quail Creek Partners; and
  • Som Seif, Founder and CEO of Purpose Investments.

Ethereum uses blockchain technology to create “smart contracts,” allowing users to bind two parties to an agreement without an intermediary. The Ethereum network validates smart contracts and executes according to the rules in each contract, facilitating automation of complex and customizable transactions. Ether is the currency used to pay for the computing resources needed to run applications or programs on the Ethereum platform. The number of transactions on the Ethereum platform has increased dramatically over the last twelve months, surpassing all other crypto networks, and is poised for significant future growth as additional applications and programs are created.

“I am extremely excited to announce the launch of Ethereum Capital with support from our partners including Purpose Investments, Citizen Hex, L4 and OMERS,” said Som Seif, Executive Chairman and Co-CIO of Ethereum Capital. “We are pleased to offer investors a Company that will provide exposure to the growing blockchain sector backed by the expertise of an industry-leading team of advisors,” said Mr. Seif.

“OMERS has been active in the blockchain and crypto sector for several years now,” said John Ruffolo, Executive Managing Director of OMERS Platform Investments and Board Director for Ethereum Capital. “OMERS believes in the potential of blockchain technologies and I am thrilled to join a strong network of advisors as Ethereum Capital creates value in the sector,” said Mr. Ruffolo.

“The Ethereum network is just beginning to demonstrate its potential, with a greater number of transactions and applications being created almost daily,” said Joey Krug, a Director of Ethereum Capital and Co-Founder of Augur. “I believe it has the potential to disrupt many existing industries and am excited to advise Ethereum Capital due to its position to capitalize on the most promising of these resulting companies through strategic acquisitions,” said Mr. Krug.

Description of the Offering

The Offering will be undertaken on a “best efforts” agency basis to raise gross proceeds of $50.0 million. The proceeds of the Offering will be placed in escrow and released immediately prior to the closing of the proposed reverse takeover transaction described below upon satisfaction of certain specified escrow release conditions (the “Escrow Release”). On the Escrow Release, each holder of Subscription Receipts will receive one common share in the Company (an “Ethereum Share”) for each Subscription Receipt held, which as described below will be immediately exchanged for 1 share of Movit Media Corp. (TSX.V:MV.H) (“Movit”). The net proceeds of the Offering once released from escrow will be used to implement the Company’s strategy, initially through acquiring Ether itself and subsequently through strategic acquisitions of Ethereum-based businesses.

The Offering is being made by way of private placement exemptions to accredited investors in all provinces of Canada, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

The closing of the Offering is expected to occur on or about February 16, 2018.

Binding Agreement to Effect Reverse Takeover Transaction

In connection with the Offering, the Company has entered into a binding agreement (the “Transition Agreement”) dated January 29, 2018 with Movit pursuant to which the Company will amalgamate with a wholly owned subsidiary of Movit (the “Amalgamation”) and continue as one corporation (“Amalco”). On the Amalgamation, each Ethereum Share will be cancelled and holders of Ethereum Shares will receive 1 common share of Movit for each Ethereum Share. On the completion of the Amalgamation, the holders of Ethereum Shares will become shareholders of Movit and Amalco will be a wholly-owned subsidiary of Movit.

The terms of the Transition Agreement provide that in connection with the Amalgamation, Movit will, among other things, change its name to “Ethereum Capital Corporation” and reconstitute its board of directors with the directors of the Company. Completion of the transactions provided for under the Transition Agreement 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. After the completion of the Amalgamation, existing shareholders of Movit will hold approximately 3% of Ethereum Capital Corporation and with the balance being held by the shareholders of the Company.

Trading in the common shares of Movit was halted following the entering into the Transition Agreement in accordance with the policies of the TSX Venture Exchange (“TSXV”). The transaction constitutes an arm’s length transaction for the purposes of the policies of the TSXV.

This press release is not an offer of securities for sale in the United States, and the securities 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.

About Ethereum Capital
Ethereum Capital is a technology company focused on becoming 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 will see a robust opportunity pipeline and invest in industry-shifting disruptive technologies. For more information, visit https://www.ethereumcapital.co/.

For further information concerning this press release, please contact:

Som Seif Michael H. Conn
Executive Chairman Chief Executive Officer
Ethereum Capital Ethereum Capital
1 (833) 583-5541
 1 (833) 583-5541
www.ethereumcapital.co  www.ethereumcapital.co 

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 the prospects for blockchain technology and the Ethereum platform, the Company’s business and strategy, the Company’s opportunity pipeline, the expected terms and conditions of the transactions provided for under the Transition Agreement (collectively, and including the Amalgamation, the “Transaction”), the closing of the Transaction, the terms, size and completion of the Offering, the use of proceeds from the Offering, the Company’s ability to satisfy the conditions precedent for the Escrow Release, the timing of the  Escrow Release, the securities that purchasers of Subscription Receipts will receive on the Escrow Release and on the closing of the Transaction, the timing of the closing of the Offering, the de-listing of the common shares of Movit from the TSXV and listing of such shares on the NEO, the receipt of requisite Movit shareholder 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 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; uncertain capital markets; delay or failure to receive board, 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 the Company’s reasonable assumptions at the date such statements are made, there can be no assurance that the Transaction and the Offering will occur, or that, if the Transaction and the Offering do occur, that they will be completed on the respective 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. The Company does not undertake to update or revise any forward-looking information, except in accordance with applicable securities laws.