Ethereum Capital Announces Closing of $45 Million Private Placement Offering
February 23 2018 - 1:50PM
NOT FOR DISTRIBUTION TO US NEWSWIRES OR
DISSEMINATION IN THE UNITED STATES
Ethereum Capital Inc. (“Ethereum
Capital” or the “Company”) is pleased to
announce the closing today of its previously announced private
placement of 18,000,000 subscription receipts of the Company (the
“Subscription Receipts”) at a price of $2.50 per
Subscription Receipt for aggregate gross proceeds of $45 million
(the “Offering”). The Offering was co-led by
Canaccord Genuity Corp. and CIBC Capital Markets, and the syndicate
included GMP Securities L.P. (the “Agents”).
The proceeds of the Offering have been placed in
escrow and will be released immediately prior to the completion of
the proposed reverse takeover transaction with Movit Media Corp.
(TSX.V:MV.H) (“Movit”) upon the 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 will be immediately exchanged for one common
share of Movit.
As previously announced, the Company has entered
into a binding agreement (the “Transition
Agreement”) with Movit pursuant to which the Company will
amalgamate with a wholly-owned subsidiary of Movit (the
“Amalgamation”) and continue as one corporation
(“Amalco”). Pursuant to the Amalgamation, holders
of 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”).
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. The Transaction remains subject to the satisfaction of a
number of conditions customary for this type of transaction
including the receipt of requisite approval from Movit shareholders
and approval from the stock exchange. After the completion of the
Transaction, shareholders of Ethereum Capital will hold
approximately 96% of Ethereum Capital Corporation, with the balance
being held by the current shareholders of Movit. On the Escrow
Release, the Agents will receive a cash commission equal to 6% of
the aggregate gross proceeds of the Offering (subject to certain
exclusions).
The net proceeds of the Offering, following the
Escrow Release, will be used to implement Ethereum Capital’s
strategy, initially through acquiring Ether, the crypto-asset
native to the Ethereum platform, and subsequently through strategic
acquisitions of Ethereum-based businesses and for working capital
and general corporate purposes.
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
SeifExecutive ChairmanEthereum Capital 1 (833)
583-5541www.ethereumcapital.co |
|
Michael H. ConnChief Executive OfficerEthereum Capital1 (833)
583-5541www.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
Ethereum platform, the Company’s business and strategy, the
Company’s opportunity pipeline, the expected terms and conditions
of the Transaction, the closing of the Transaction, 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 receipt of requisite Movit
shareholder approval in respect of the Transaction and the approval
of the exchange, 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 will occur, or that, if
the Transaction does occur, that it 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.