NOT FOR DISTRIBUTION TO US NEWSWIRES OR
DISSEMINATION IN THE UNITED STATES
Movit Media Corp. (“
Movit”) (TSX.V:MV.H) is
pleased to announce the mailing to Movit shareholders of record as
at March 14, 2018 (“
Shareholders”) of a management
information circular dated March 16, 2018 (the
“
Circular”) and related meeting materials in
connection with an annual and special meeting of Shareholders
scheduled to be held at the offices of Blake, Cassels & Graydon
LLP at Suite 2600, Three Bentall Centre, 595 Burrard Street,
Vancouver, British Columbia, Canada on Friday, April 13th 2018 at
10:00 a.m. (Pacific Standard Time) (the
“
Meeting”).
At the Meeting, Shareholders will be asked,
among other things, to consider matters relating to Movit’s
previously announced acquisition of all of the issued and
outstanding shares of Ethereum Capital Inc. (“Ethereum
Capital”) pursuant to a three-cornered amalgamation (the
“Amalgamation”), which will result in a reverse
takeover of Movit (the “Transaction”).
Movit is in the process of completing the
Transaction. Although the Transaction is not required to be
approved by Shareholders, the terms of the transition agreement
(“Transition Agreement”) setting out the terms and
conditions to the Transaction provide that, prior to the
Amalgamation, Movit will have received shareholder approval at the
Meeting to various resolutions (together, the “Transaction
Resolutions”) including: (i) continuance of Movit's
corporate existence from British Columbia to Ontario (the
“Continuance”); (ii) consolidation of the issued
and outstanding Movit common shares on the basis of one
post-consolidation common share for every 12.5 issued and
outstanding common shares (the “Consolidation”);
(iii) a change of name (the “Name Change”); (iv)
reconstitution of the board of directors (the “Movit
Board”) with nominees of Ethereum Capital effective on the
completion of the Amalgamation; (v) adoption of a new by-law
relating generally to its business and affairs (the
“By-law”); and (vi) adoption of a share
compensation plan (“Share Compensation Plan”). The
Continuance, Consolidation and Name Change will require the
approval of 66 2/3% of the votes cast at the Meeting while the
By-law and Share Compensation Plan will require approval of the
holders of a simple majority of the votes cast.
The Movit Board has unanimously determined that
the Transaction, including the Amalgamation, is in the best
interests of Movit and determined to recommend that Shareholders
vote in favour of the Transaction Resolutions. Holders of
approximately 76% of the outstanding common shares of Movit
entitled to vote at the Meeting have entered into voting agreements
with Movit pursuant to which they have agreed to vote their common
shares of Movit for the Transaction Resolutions, subject to the
right to terminate such voting agreements in certain
circumstances.
The Transaction is very important to Movit and
the Transaction Resolutions sought to be passed at the Meeting are
conditions to the completion of the Transaction. Failure to pass
these resolutions could impede or prevent the completion of the
Transaction. Full details regarding Ethereum Capital and 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 on SEDAR at
www.sedar.com prior to completion of the Transaction. Management of
Movit will endeavor to post the Filing Statement on SEDAR as
quickly as possible. Shareholders are urged to review the press
release issued by Movit on January 29, 2018 announcing the entering
into of the Transition Agreement, the Circular dated March 16,
2018, and the Filing Statement of Movit when filed on SEDAR, as it
will contain important disclosure regarding 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 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 Meeting.
About Ethereum CapitalEthereum
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:
Jeffrey SharpeDirectorMovit Media
Corp.604-285-7977jeff@digitalshelfspace.com |
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.
Completion of the transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable, disinterested shareholder approval. Where
applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of Movit should be
considered highly speculative. The TSX Venture Exchange Inc. has in
no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this news
release.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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.