NOT FOR DISTRIBUTION TO US NEWSWIRES OR
DISSEMINATION IN THE UNITED STATES
Movit Media Corp. (“
Movit” or the
“
Company”) (TSX.V:MV.H) is pleased to announce
that it has received conditional approval for the listing of its
common shares on the Aequitas NEO Exchange (“
NEO
Exchange”). Movit has been seeking listing approval from
the NEO Exchange in connection with its previously announced
acquisition of all of the issued and outstanding shares of Ethereum
Capital Inc. (“
Ethereum Capital”) pursuant to a
three-cornered amalgamation, which will result in a reverse
takeover of Movit (the “
Transaction”). Movit
expects to have its common shares listed on the NEO Exchange under
the symbol “ETHC” and delist its shares from the TSX Venture
Exchange following the closing of the Transaction. The Company will
issue a further press release announcing when trading in the
Company's common shares will commence once that date is known.
Movit is also pleased to announce that it has
filed a filing statement dated April 3, 2018, in respect of the
Transaction (the “Filing Statement”). A copy of
the Filing Statement is available under Movit’s corporate profile
on SEDAR at www.sedar.com.
As previously announced, the terms of the
transition agreement (“Transition Agreement”)
setting out the terms and conditions to the Transaction provide
that Ethereum Capital will amalgamate with a wholly-owned
subsidiary of Movit (the “Amalgamation”) and
continue as one corporation (“Amalco”). On the
Amalgamation, each share of Ethereum Capital (“Ethereum
Share”) will be cancelled and holders of Ethereum Shares
will receive one common share of Movit (“Movit
Share”) for each Ethereum Share. On the completion of the
Amalgamation, holders of Ethereum Shares will become holders of
Movit and Amalco will be a wholly-owned subsidiary of Movit.
At the annual and special meeting of Movit
shareholders to be held on April 13th, 2018, Movit shareholders
will be asked, among other matters, to consider, and if deemed
appropriate, to pass resolutions (collectively, the
“Transaction Resolutions”) approving certain
matters in connection with the Transaction, including (i) the
continuance of Movit's corporate existence from British Columbia to
Ontario (the “Continuance”); (ii) consolidation of
the issued and outstanding Movit 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 to “Ether Capital Corporation” (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 Movit
Shares for the Transaction Resolutions, subject to the right to
terminate such voting agreements in certain circumstances.
Shareholders are urged to review the press
release issued by Movit on January 29, 2018 announcing the entering
into of the Transition Agreement, Movit’s management information
circular dated March 16, 2018, and the Filing Statement as such
documents 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 Movit shareholders. 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. 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 all
requisite approvals in respect of the Transaction; the parties’
ability to satisfy the closing conditions for the Transaction; and
the listing of the Movit Shares on the NEO Exchange under the
symbol “ETHC”, the delisting of the Movit Shares from the TSX
Venture Exchange and the timing thereof.
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 all
requisite 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.