Pantheon Ventures Announces Executed Letter of Intent Regarding Business Combination
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 06/24/15 -- Pantheon Ventures Ltd. ("Pantheon") (TSX VENTURE: PVX) is pleased to announce that, following a period of negotiations, it has entered into a letter agreement dated as of June 23, 2015 (the "Letter Agreement") which contemplates an arm's length business combination (the "Transaction") with Moovly NV ("Moovly").
About Moovly
Moovly is a private company that was organized under the laws of Belgium in 2012 with the intent to democratize animated videos and other multimedia content. The company has developed a cloud-based digital media and content creation platform which it exploits via a Freemium SaaS (Software as a Service) business model internationally. Clients include consumers, students, educational institutions, start-ups, SMEs and large blue chip corporations. For detailed information regarding Moovly, please refer to its website at .
The table below sets forth certain selected financial information for Moovly for the periods indicated.
About the Combined Entity
Upon completion of the Transaction, the combined entity ("Newco") is expected to be classified as a Technology Issuer under the policies of the TSX Venture Exchange and would focus on expanding Moovly's current business operations internationally and further develop its technology platform. Newco will be capitalized with the proceeds from a private placement financing planned in connection with the Transaction (see "Summary of the Proposed Transaction" below).
Summary of the Proposed Transaction
The Letter Agreement contemplates the following proposed terms of the Transaction:
Following completion of all the terms and conditions above, it is expected that Newco will have approximately 84,505,000 common shares issued and outstanding. Of these common shares, approximately 53,305,000 common shares will be held by former shareholders of Moovly, approximately 11,200,000 common shares will be held by former shareholders of Pantheon, 16,666,666 common shares will be held by investors who participate in the private placement financing and 3,333,333 common shares will be held by the former lenders of the Moovly Loan. In addition, there will be approximately 9,888,889 Existing Pantheon Warrants, 16,666,666 New Pantheon Warrants and 3,333,333 Newco Warrants issued and outstanding.
A finder's fee may be payable in connection with the Transaction in accordance with the policies of the TSX Venture Exchange.
Notwithstanding the above, the Letter Agreement provides that the final structure of the Transaction will be determined once all of the tax, corporate and securities laws issues have been reviewed in detail. Further information will be disseminated in a subsequent news release as soon as further details are available regarding the definitive terms of the Transaction.
Conditions Precedent
The Transaction is subject to a number of conditions precedent including, without limitation, completion of satisfactory due diligence, receipt of all required corporate and regulatory approvals (including shareholder approval and the approval of the TSX Venture Exchange), and the negotiation and execution of Transaction and financing documents.
Proposed Directors and Officers
Newco will also have a new board of directors comprised of Brendon Grunewald, Geert Coopens, Wayne Tisdale, Brandon Boddy and one other director to be determined prior to the completion of the Transaction. Newco will also have a new management team led by Brendon Grunewald as President and Chief Executive Officer and Geert Coopens as Chief Technology Officer and Leah Martin will be appointed as Corporate Secretary. It is expected that a new Chief Financial Officer will be appointed by the board of directors of Newco upon completion of the Transaction, which appointment shall be approved by the Chief Executive Officer. Set forth below is information on each individual that is currently anticipated to be a director or officer of Newco upon completion of the Transaction.
Shareholder Approval and Sponsorship
The Transaction is anticipated to constitute a change of business and/or a reverse takeover in accordance with the policies of the TSX Venture Exchange and, as such, it is expected that approval of the shareholders of Pantheon will be required. In addition, unless a waiver is granted by the TSX Venture Exchange, the Transaction will also require that Newco be sponsored by a participating organization of the TSX Venture Exchange. If a waiver is not granted, Pantheon will engage a sponsor to fulfil the sponsorship requirements.
Resumption of Trading and Further News
Trading of the common shares of Pantheon has been halted and will remain halted pending the satisfaction of all applicable requirements of the TSX Venture Exchange. Pantheon will issue a further new release as soon as further details are available regarding the definitive terms of the Transaction and the resumption of trading.
Reader Advisory
This press release should not be considered a comprehensive summary of the Transaction. Additional information required by the TSX Venture Exchange will be disseminated at a future date following a satisfactory review by the TSX Venture Exchange.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and disinterested shareholder approval. 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 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 Pantheon should be considered highly speculative.
Trading of the common shares of Pantheon will remain halted pending receipt and review by the TSX Venture Exchange of acceptable documentation regarding Newco following completion of the Transaction. The proposed Transaction has not been approved by the TSX Venture Exchange and remains subject to TSX Venture Exchange approval.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information with respect to timing and completion of the due diligence relating to the Transaction, the proposed terms of the Transaction, the entering into of the Transaction and financing documents, the timing, size and completion of a planned private placement financing, the satisfaction of the conditions precedent to the Transaction (including shareholder approval and the receipt of TSX Venture Exchange approval), the proposed timing and completion of the Transaction, Newco's business, the engagement of a sponsor and the resumption of trading. The forward-looking statements and information are based on certain key expectations and assumptions made by Pantheon, including expectations and assumptions concerning the results of its due diligence review of the business of Moovly, the ability to obtain shareholder and TSX Venture Exchange approval, the satisfaction of all other conditions to the completion of the Transaction and that Newco can continue to commercialize its products and there is a continued demand for its products. Although Pantheon believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Pantheon can give no assurance that they will prove to be correct.
By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the results of the due diligence review of the business of Moovly being less than satisfactory, Pantheon being unable to obtain the required TSX Venture Exchange approval, the failure to complete the proposed private placement financing, that the proposed directors and officers of Newco are unable to serve as directors and officers of the Newco and the Newco cannot continue to commercialize its products or demand for its products decreases of disappears. Some other risks and factors that could cause the results to differ materially from those expressed in the forward-looking information also include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, unanticipated operating events; failure to obtain any necessary third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; competition for, among other things, capital and skilled personnel; changes in tax laws; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Pantheon undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
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 press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Pantheon Ventures Ltd.
Brandon Boddy
Director
(604) 787-1432
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Datum: 24.06.2015 - 18:06 Uhr
Sprache: Deutsch
News-ID 402804
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Mining & Metals
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