Movit Media Corp. (“
Movit” or the
“
Company”) (TSX.V:MV.H) is pleased to announce
that its shareholders have voted overwhelmingly in favour of
certain matters 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 (“
Amalgamation”),
which will result in a reverse takeover of Movit (the
“
Transaction”).
At today’s annual and special meeting (the
“Meeting”), Movit shareholders approved the
continuance of the Company from British Columbia to Ontario (the
“Continuance”), the consolidation of the issued
and outstanding Movit common shares on the basis of one
post-consolidation share for every 12.5 issued and outstanding
shares (the “Consolidation”), a change of name to
“Ether Capital Corporation” (the “Name Change”),
adoption of a new by-law, and adoption of a share compensation
plan.
Movit Shareholders also elected the current
directors of Ethereum Capital Inc., being Som Seif, Boris Wertz,
Benjamin Roberts, John Ruffolo, Michael Conn, Liam Horne, Joey
Krug, Camillo di Prata and Colleen McMorrow, to serve as the
Company’s directors from the effective time of the Amalgamation.
The current directors of Movit, Jeffrey N. Sharpe, Stephen D.
Inouye and Jason Pamer, were elected as directors to serve until
the Amalgamation.
In connection with the Transaction, KPMG LLP,
auditor of Ethereum Capital Inc., was appointed as the auditor of
the Company. There has been no reportable event (as such term is
defined in National Instrument 51-102 – Continuous Disclosure
Obligations) with the Company’s former auditor, MNP LLP.
The Continuance, Consolidation and Name Change
are to be effected prior to the closing of the Transaction. Closing
of the Transaction remains subject to the satisfaction of a number
of conditions customary for this type of transaction. Subject to
receipt of all approvals, the Transaction is currently scheduled to
close the week of April 16, 2018.
In connection with the Transaction, Movit has
made an application to the TSX Venture Exchange
(“TSXV”) to voluntarily delist its common shares
from the TSXV prior to the completion of the Transaction. Movit has
also applied and has received conditional approval to list its
common shares on the Aequitas NEO Exchange (“NEO
Exchange”). The common shares of the Company will be
listed on the NEO Exchange prior to the completion of the
Transaction and will commence trading on the NEO Exchange under the
symbol “ETHC” following the Company fulfilling certain standard
listing conditions of the NEO Exchange including the closing of the
Transaction.
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 |
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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. 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 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 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 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; 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. 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.