VANCOUVER, British Columbia, April 13, 2018 (GLOBE NEWSWIRE) -- 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 Capital
Ethereum 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/
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Movit Media Corp.
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.
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.
Source: Movit Media Corp.