NOT FOR DISTRIBUTION TO US NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, March 22, 2018 (GLOBE NEWSWIRE) -- 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 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/
Further Information
For further information concerning this press release, please contact:
| Jeffrey Sharpe Director Movit Media Corp. 604-285-7977 jeff@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.