MOOVLY MEDIA INC. ("MVY")
[formerly PANTHEON VENTURES LTD. ("PVX")]
BULLETIN TYPE: Change of Business -Completed, Name Change and Consolidation, Private Placement-Non-Brokered, Resume Trading,
BULLETIN DATE: July 29, 2016
TSX Venture Tier 2 Company
Consolidation
Pursuant to a resolution passed by shareholders on May 5, 2016, MOOVLY MEDIA INC (the "Company") has consolidated its capital on a (3) three old for (2) two new basis. The name of the Company has also been changed.
Change of Business-Completed
The TSX Venture Exchange has accepted for filing the Company's Change of Business ("COB"), which includes the following transactions:
Share Purchase Agreement dated December 3, 2015, as amended on December 21, 2015 and on March 30, 2016, among the Company, Moovly NV ("Moovly") and all of the Moovly Shareholders.
The Share Purchase Agreement provides that immediately prior to Closing, the Company will complete the Consolidation. After completion of the Consolidation, but prior to the Closing, the Company will complete the Transaction Financing. Upon completion of the Consolidation and the Transaction Financing, the Share Purchase Agreement provides that, among other things, each Moovly Share will be exchanged for 9,476.43 Resulting Issuer Shares, and that certain debt in Moovly NV ("Moovly Debentures") will be concurrently settled in consideration of Resulting Issuer Shares and Warrants ("Debt Units") in full satisfaction of the total amount outstanding under such Moovly Debentures. The Warrants having the same terms as the Private Placement Warrants
The Exchange has been advised that the above transaction, approved by shareholders on May 5, 2016, has been completed on July 27, 2016.
The Company is classified as a "Technology" company.
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced :
Number of Shares: 14,850,000 shares
Purchase Price: $0.15 per share
Warrants: 14,850,000 share purchase warrants to purchase 16,666,667 shares
Warrant Exercise Price: $0.25 for a one year period
Number of Placees: 24 Placees
Insider / Pro Group Participation:
Finder's Fee: 2,881,910 Resulting Issuer shares payable to Galloway Financial Services Inc.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Resume Trading and Name Change
Effective at the opening Tuesday August 2nd, 2016, the common shares of Moovly Media Inc. will commence trading on TSX Venture Exchange, and the common shares of Pantheon Ventures Ltd. will be delisted. The Company is classified as a 'Technology' company.
Further information on the transaction can be found in the Company's Information Circular dated March 30, 2016 and news releases from June 24, 2015 to July 28, 2016.
Post - Consolidation and Change of business
Capitalization: Unlimited shares with no par value of which
91,374,861 shares are issued and outstanding
Escrow: 1,027,402 shares subject to tier 1 value escrow.
35,754,570 shares subject to tier 2 value escrow
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: MVY (new)
CUSIP Number: 61634Q108 (new)
Company Contact: Leah Martin, Corporate secretary
Company Address: Suite 302, 1620 West 8th Avenue, Vancouver, BC. V6J 1V4
Company Phone Number: 604-639-4450
Company Fax Number: 604-639-4451
Company Email Address: lmartin@intrepidfinancial.ca
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