Ether Capital Corporation Announces Normal Course Issuer Bid

TORONTO–(BUSINESS WIRE)–Ether Capital Corporation (“Ether Capital” or the “Company”) (NEO: ETHC) , a leading technology company focused on participating in the development of the Ethereum and Web 3 ecosystem, is pleased to announce that the Company has filed a Notice of Normal Course Issuer Bid (the “NCIB”) with the NEO Exchange which has been accepted for the purchase of up to 10% of the public float of its Common Shares.

Pursuant to the NCIB, Ether Capital may purchase up to a maximum of 2,533,770 Common Shares, representing approximately 10% of its public float of Common Shares as at November 29, 2021, subject to the normal terms and limitations of such bids. In accordance with NEO Exchange rules, daily purchases (other than pursuant to a block purchase exception) on the NEO Exchange under the NCIB cannot exceed 25% of the average daily trading volume on the NEO Exchange as measured from May 29, 2020 to November 28, 2021.

Purchases under the NCIB may be made through open market transactions on the NEO Exchange and/or any Canadian alternative trading systems on which the Common Shares are traded, based on the prevailing market price. Any Common Shares purchased under the NCIB will be cancelled.

Brian Mosoff, Ether Capital’s CEO said “as we are now focusing on new capital allocation opportunities, the NCIB will provide an ability for us to purchase our shares, as we see them as both a strong investment opportunity and fundamentally undervalued in the market.”

Transactions under the NCIB will depend on future market conditions. Ether Capital will retain discretion whether to make purchases under the NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable NEO Exchange and other regulatory requirements. The Company believes that the purchase of Common Shares from time to time can be undertaken at prices that do not fully reflect their value. The Company believes that, in such circumstances, the repurchase of Common Shares represents an appropriate use of the Company’s available funds to support shareholder value.

The period during which the Company will be authorized to make purchases under the NCIB will commence on December 1, 2021 and end the earlier of (i) December 1, 2022 or (ii) such earlier date on which the maximum number of Common Shares are purchased under the NCIB.

The Company has not purchased any Common Shares during the previous year pursuant to any issuer bid.

About Ether Capital Corporation

Ether Capital is a Toronto-based technology company whose long-term objective is to become the central business and investment hub for the Ethereum and Web 3 ecosystem. Ether Capital has invested the majority of its balance sheet in Ethereum’s native utility token “Ether” as a core strategic asset and intends to become a net accumulator of Ether over time. Ether Capital is focused on technology development to further expand Web 3 technologies and generate corporate value. Ether Capital’s management team and Board of Directors are comprised of crypto-natives, leading venture capitalists and capital market experts, which uniquely positions us to identify and capitalize on opportunities in the digital asset ecosystem.

The content of this document is for informational purposes only, and is not being provided in the context of an offering of any securities described herein, nor is it a recommendation or solicitation to buy, hold or sell any security. The information is not investment advice, nor is it tailored to the needs or circumstances of any investor. Information contained on this document is not, and under no circumstances is it to be construed as, an offering memorandum, prospectus, advertisement or public offering of securities. No securities commission or similar regulatory authority has reviewed this document and any representation to the contrary is an offence. Information contained in this document is believed to be accurate and reliable, however, we cannot guarantee that it is complete or current at all times. The information provided is subject to change without notice and neither Ether Capital Corporation, nor any of its affiliates, will be held liable for inaccuracies in the information presented.

Non-GAAP Measures

The Company’s condensed consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company refers to the gross value of its assets and the gross value per basic common share, which are non-GAAP financial measures. These non-GAAP measures are not defined by IFRS, do not have a standardized meaning and may not be comparable with similar measures presented by other issuers. The Company has presented such non-GAAP measures as management believes they are relevant measures of the value of the Company’s underlying assets. Non-GAAP measures should not be considered as alternatives to the information set out in the Company’s financial statements.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements in regard to the Ethereum ecosystem. The Company cautions the reader not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Generally, but not always, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “on pace”, “anticipates”, or “does not anticipate”, “believes”, and similar expressions or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will” be taken, occur or be achieved.

Forward-looking statements are based on information available to management at the time they are made, management’s current plans, estimates, assumptions, judgments and expectations. 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 the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties 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 (including proof of stake and Ethereum 2.0), and the Ethereum platform and anticipated timing and impact of the Ethereum network upgrade, the impact of the outbreak of the COVID-19 coronavirus on the Company, and the other risk factors discussed in the Company’s Annual Information Form dated March 25, 2021, the Risk Factors section in its most recently filed management’s discussion and analysis, the Risk Factors section in its Supplement and Base Shelf Prospectus and its other filings available on-line at www.sedar.com. Although the forward-looking information contained in this press release is based on assumptions that the Company believes to be reasonable at the date such statements are made, there can be no assurance 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. In addition, the Company cautions the reader that information provided in this press release is provided in order to give context to the nature of some of the Company’s future plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update or revise any forward-looking information, except in accordance with applicable securities laws.

Contacts

Brian Mosoff

Chief Executive Officer

[email protected]

Stefan Coolican

President and Chief Financial Officer

[email protected]