Pantheon Ventures Ltd.
TSX VENTURE : PVX

Pantheon Ventures Ltd.

July 28, 2016 08:00 ET

Pantheon Ventures Completes Business Combination With Moovly NV and Changes Name to Moovly Media Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 28, 2016) - Pantheon Ventures Ltd. ("Pantheon") (TSX VENTURE:PVX) is pleased to announce that it has completed its business combination (the "Transaction") with Moovly NV ("Moovly") consisting of the acquisition of all of the issued and outstanding shares of Moovly (the "Moovly Shares") in exchange for common shares of Pantheon, details of which are set forth in press releases dated December 7, 2015, April 11, 2016 and May 5, 2016.

Completion of the Transaction

As a condition to the completion of the Transaction, Pantheon completed a share consolidation on a 2 new for 3 old basis (the "Share Consolidation"), such that, immediately after completing the Share Consolidation, Pantheon had 17,004,700 Pantheon common shares issued and outstanding and 15,705,555 common share purchase warrants outstanding to purchase Pantheon common shares. Concurrent with the completion of the Share Consolidation, Pantheon changed its name to "Moovly Media Inc." (the "Company").

Immediately after completing the Share Consolidation and the name change, the Company completed a non-brokered private placement of 14,850,000 post-Share Consolidation units (each, a "Unit") at a price of $0.15 per Unit for gross proceeds of $2,227,500. Each Unit is comprised of one post-Share Consolidation common share in the capital of the Company (a "Resulting Issuer Share") and one post-Share Consolidation common share purchase warrant (a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant entitles the holder to purchase a Resulting Issuer Share at a price of $0.25 per share for a period of one year from the date of issuance. In connection with this private placement, the Company paid aggregate cash finder's fees of $12,184.95 to eligible finders who introduce subscribers to the private placement and issued 81,233 finder's fee warrants. Each finder's fee warrant entitles the holder to purchase a Resulting Issuer Share at a price of $0.25 per share for a period of one year from the date of issuance. All of the securities issued under the private placement are subject to a four month hold period.

The net proceeds of the private placement combined with other working capital provided the Company with approximately $2.3 million in available funds. These funds are being used to pay for the costs to complete the private placement and the Transaction, for sales and marketing, for the launch of technological advances to Moovly's platform and product offerings, for general and administrative expenses and for other working capital requirements.

After completing the private placement, the Company then completed the acquisition of all of the issued and outstanding Moovly Shares by issuing 9,476.43 Resulting Issuer Shares for each issued and outstanding Moovly Share, all in accordance with the terms of the definitive share purchase agreement dated December 3, 2015, as amended (the "Agreement"). As a result, an aggregate of 53,304,918 Resulting Issuer Shares were issued to the holders of the Moovly Shares. Further, after completing the acquisition of the Moovly Shares, Moovly's three unsecured convertible debentures in the aggregate principal amount of EUR300,994.49 were settled in full effectively by the issuance of 3,333,333 Units at a deemed price of $0.15 per Unit, with each Unit being comprised of one Resulting Issuer Share and one Resulting Issuer Warrant. All the securities issued to the former holders of the Moovly Shares and the debentures are subject to a four month hold period.

A finder's fee was payable in connection with the Transaction in accordance with the policies of the TSX Venture Exchange. The finder's fee was satisfied at closing by way of the issuance to Galloway Financial Services Inc. of 2,881,910 Resulting Issuer Shares at a deemed price of $0.15 per share. The Resulting Issuer Shares issued in satisfaction of the finder's fee are subject to a four month hold period.

After giving effect to the Transaction, the Company has 91,374,861 Resulting Issuer Shares issued and outstanding, 33,888,888 Resulting Issuer Shares are reserved for issuance upon the exercise of Resulting Issuer Warrants and 81,233 Resulting Issuer Shares are reserved for issuance upon the exercise of finder's fee warrants.

Of the Resulting Issuer Shares issued to former holders of Moovly Shares, an aggregate of 35,754,570 Resulting Issuer Shares were deposited in escrow in accordance with the terms of a Tier 2 value security escrow agreement with Computershare Trust Company of Canada acting as escrow agent. In addition, in accordance with the policies of the TSX Venture Exchange, current directors and officers of the Company were required to deposit an aggregate of 1,027,402 Resulting Issuer Shares in escrow in accordance with the terms of a Tier 1 value security escrow agreement with Computershare Trust Company of Canada also acting as escrow agent.

Board and Management

After completing the Transaction, the board of directors of the Company is now comprised of Brendon Grunewald, Geert Coppens, Michelle Gahagan and Brandon Boddy, and a new management team is led by Brendon Grunewald as President and Chief Executive Officer, Geert Coppens as Chief Technology Officer, Sean McGrath as Chief Financial Officer and Leah Martin as Corporate Secretary.

Resumption of Trading

The TSX Venture Exchange had previously granted conditional approval to the listing of the Resulting Issuer Shares resulting from the Transaction, subject to receipt of final submission documents. Pending satisfactory review of such final materials by the TSX Venture Exchange, it is expected that the Resulting Issuer Shares will resume trading under the Company's new name and new trading symbol, "MVY", one day after the publication by the TSX Venture Exchange of its final listing bulletin.

About Moovly

Moovly is a cloud based multimedia platform that enables everyone to create engaging multimedia content by making it affordable, intuitive and simple. Users choose from extensive animated content libraries or templates in various styles and can add their own images, movies and sounds to create captivating videos and presentations. Finished work is directly published on major social channels like Facebook and YouTube, shared for viewing or collaboration in the online Moovly User Gallery or downloaded with the click of a button.

That means users are empowered to create rich multimedia content at small budget levels without the need to be a multimedia expert, nor having to use complex specialist software programs. Moovly makes video content recyclable, easy to edit, fast to update and possible to translate, all in-house, thus delivering a significantly increased ROI for the user. Using a drag and drop interface, users can compose and animate graphical objects and synchronize these with sound (voice or music) using a simple timeline. Powerful business features include API access for semi or fully automated content creation, custom style and brand libraries, total white-label option, custom user interface capability, high-level security, premium support and commercial boost services.

Moovly sells its product to consumers over the internet via its cloud-based digital media and content creation platform. Besides e-commerce revenues, Moovly has also approached and successfully closed contracts with a number of blue chip corporate clients in a number of sectors (e.g. Technology, Fast Food, Banks, Fast Moving Consumer Goods (FMCG), etc.) and will continue to pursue these revenue streams. Today Moovly is used in education, businesses from small and medium sized enterprises (SMEs) to large brands and blue chip multinational corporations, government, non-government and non-profit organizations. Moovly is also adopted by private consumers and national television broadcasters to create videos that explain, promote, engage, inspire, educate and entertain. In 2015 registered users grew from 230,000 users to nearly 600,000 users while revenue grew at 13% per month despite modest marketing expenditures.

Moovly currently has offices in Belgium and intends to establish North American offices in 2016 as it expands its commercial operations. Moovly's platform is hosted in the "cloud" by a leading hosting provider. Hosting in 2016 will be migrated to Amazon to cater for expected usage growth. User support is handled online and via email.

For additional information regarding Moovly, please refer to its website at www.moovly.com.

Reader Advisory

Investors are cautioned that, except as disclosed in the Company's Management Information Circular dated March 30, 2016, 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 the Company should be considered highly speculative.

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 concerning the terms of the Transaction, the final approval of the TSX Venture Exchange, the future issuances of Resulting Issuer Shares, the resumption of trading and Moovly's future business plans. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company 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, Moovly's inability to continue to commercialize its products or demand for its products decreases of disappears. Other risk factors are set forth in detail in the Company's Management Information Circular dated March 30, 2016 which is available for review under the Company's corporate profile at www.sedar.com. 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.

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.

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