Pantheon Ventures Receives Shareholder Approval in Connection With Business Combination

VANCOUVER, May 6, 2016 - Pantheon Ventures Ltd. ("Pantheon" or the "Company") (TSX VENTURE:PVX) is pleased to announce that, at Pantheon's annual and special meeting of shareholders held on May 5, 2016, all matters to be acted on were approved by Pantheon's shareholders including, Pantheon's proposed business combination (the "Transaction") with Moovly NV ("Moovly").

As previously announced, as a condition to the completion of the Transaction, Pantheon proposes to complete a non-brokered private placement of 16,666,666 post-consolidation units (each, a "Unit") at a price of $0.15 per Unit for gross proceeds of up to $2,500,000. Each Unit will be comprised of one post-consolidation common share in the capital of Pantheon (a "Common Share") and one post-consolidation common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase a Common 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, Pantheon will pay cash finder's fees of up to 7% of the funds raised to eligible finders who introduce subscribers to the private placement and will issue finder's fee warrants in a number equal to up to 7% of the Units issued to such subscribers. Each finder's fee warrant will entitle the holder to purchase a Common Share at a price of $0.25 per share for a period of one year from the date of issuance.

Trading of the Common Shares has been halted and will remain halted pending the completion of the Transaction.


Reader Advisory

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 the proposed timing and completion of the private placement of Units and the closing of the Transaction and the resumption of trading. The forward-looking statements and information are based on certain key expectations and assumptions made by Pantheon. 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 failure to complete the proposed business combination with Moovly and the Moovly cannot continue to commercialize its products or demand for its products decreases of disappears. Other risk factors are set forth in detail in the Circular which is available for review under Pantheon'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.



Contact

Pantheon Ventures Ltd.
Brandon Boddy, Director
(604) 787-1432