Ethereum Capital Announces Conditional Listing Approval and Filing Statement for Reverse Takeover Transaction
Summary
Ethereum Capital and Movit entered a binding agreement on March 22, 2018 pursuant to which the former will amalgamate with a wholly-owned subsidiary of the latter and continue as one corporation.At the annual and special meeting of Movit shareholders to be held on April 13, 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 Movits 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 ”).Subject to receipt of all approvals, the Transaction is currently scheduled to close shortly after the date of the annual and special meeting of Movit shareholders.Founded by a highly experienced Board of Directors and management team, Ethereum Capital has the resources, experience, and relationships to support businesses and invest in industry-shifting disruptive technologies.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.