VANCOUVER, British Columbia, February 13, 2024 – Liquid Media Group Ltd. (the “Company”, “Liquid Media” or “Liquid”) (Nasdaq: YVR) announces the signing of a non-binding letter of intent (the “LOI”) to acquire Live Current Media Inc. (“Live Current”) (OTC: LIVC), which is a portfolio holding company with companies and assets in the media technology space (collectively, the “Acquisition”). Under the terms of the LOI, Liquid would acquire Live Current for up to 4,900,000 common shares of Liquid (the “Shares”), and Liquid must complete an equity financing (the “Financing”) acceptable to Live Current and its shareholders.
Liquid currently has approximately 4,900,000 Shares outstanding. Liquid and Live Current has agreed that the value of both companies in a fully diluted combined form equates to 25-50% Live Current and 50-75% Liquid Media, to be fully determined at closing. Based on the respective valuation of Liquid and Live Current, it is contemplated that after the Acquisition, current Live Current shareholders will hold a minimum of 1,650,000 Shares to a maximum of 4,900,000 Shares, excluding any common shares of Liquid issued in relation to the Financing.
Final terms of the acquisition will be negotiated and memorialized in binding and definitive documentation to be entered into at or prior to closing. Completion of the acquisition is subject to, among other things, customary due diligence as well as any necessary share issuance requirements and approvals.
The Company is currently subject to a cease trade order (“CTO”) issued by the British Columbia Securities Commission under National Instrument 51-102 – Continuous Disclosure Obligations as a result of the Company not having filed its annual financial statements and accompanying management’s discussion and analysis, annual information form (which will be reported as an Annual Report on Form 20-F) and related certifications for the fiscal year ended November 30, 2022. The Company will not enter into any binding agreement or understanding with Live Current, nor pursue the Acquisition, until the CTO has been revoked. The Company will provide further updates in this regard in due course.
About Live Current Media Inc.
At Live Current Media Inc., we’re reshaping the creator and fandom economy. Our integrated suite of services empowers independent creators, influencers, and talent by leveraging cutting-edge technology to grow fandom. We provide an all-in-one resource, uniting innovative businesses, technologies and data. Our platform equips creators with tools for content creation, video streaming, audience amplification, community engagement and analytics. We foster authentic connections, develop fandom, manage branding, unlock sponsorship opportunities and alternative revenue streams. Not only do we support creators, but we also help businesses become more creative in engaging their customers and fans. Our ecosystem focuses on the four pillars of independent creativity: Creation, Amplification, Participation, and Monetization. Join us in shaping the future of creativity, engagement and fandom, where Live Current Media Inc. is your partner for success.
Additional information is available at www.livecurrent.com.
About Liquid Media Group Ltd.
Liquid Media Group Ltd. is an entertainment company empowering independent IP creators. Liquid’s end-to-end solution enables professional video (film/TV and streaming) creation, packaging, financing, delivery, and monetization, empowering IP creators to take their professional content from inception through the entire process to monetization.
Additional information is available at www.LiquidMediaGroup.co.
Cautionary Note Regarding Forward-Looking Statements
This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements are typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “potentially” and similar expressions, or are those, which, by their nature, refer to future events and include statements in respect of the Acquisition and the revocation of the CTO. There can be no certainty that the CTO will be revoked, and accordingly whether the Company will be able to pursue the Acquisition. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such factors include, but are not limited to: regulatory actions, market prices, continued availability of capital and financing, and general economic, market or business conditions, as well as additional risks disclosed in the Company’s annual and quarterly financial reports available at www.sedarplus.ca and annual report on Form 20-F as well as other reports filed with the SEC at www.sec.gov. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Forward-looking statements herein are made as of the date hereof unless otherwise indicated.
Further information:
Investor / Business
Joshua Jackson, Interim CEO and Director
604-428-7050