Liquid Media Announces USD$4.0 Million Registered Direct Offering
June 04 2020 - 9:00AM
Liquid Media Group Ltd. (the “Company”, “Liquid Media” or “Liquid”)
(Nasdaq: YVR), today announced that it has entered into definitive
agreements with several institutional and accredited investors for
the issuance and sale of an aggregate of 2,666,668 of its common
shares, at a purchase price of USD$1.50 per share, in a
registered direct offering. Liquid Media has also agreed to issue
to the investors unregistered warrants to purchase up to an
aggregate of 1,333,334 of common shares. The closing of the
offering is expected to occur on or about June 8, 2020,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The warrants have an exercise price equal to
USD$1.88 per share, are exercisable immediately and will expire
five years from the issuance date.
The gross proceeds from the offering are
expected to be approximately USD$4.0 million. The Company
intends to use the net proceeds from the offering for working
capital purposes, expanding existing businesses or acquiring or
investing in businesses, debt reduction or debt refinancing,
capital expenditures and other general corporate purposes.
The common shares described above (but not the
warrants or the common shares underlying the warrants) are
being offered and sold by the Company in a registered direct
offering pursuant to a “shelf” registration statement on Form F-3
(Registration No. 333-237982), including an accompanying
prospectus, previously filed with, and declared effective by, the
Securities and Exchange Commission (the “SEC”) on May 15, 2020. The
offering of the common shares will be made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and accompanying
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
and the accompanying prospectus may also be obtained by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by phone at 646-975-6996 or e-mail at
placements@hcwco.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act"), and Regulation D promulgated
thereunder and, along with the common shares underlying the
warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and the underlying
common shares may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Liquid Media Group Ltd.
Liquid Media Group Ltd. (Nasdaq: YVR) is an
entertainment company with a strong portfolio of content
intellectual property (IP) spanning creative industries.
Originating in Vancouver’s media and entertainment supercluster,
Liquid’s mission is to empower storytellers worldwide to develop,
produce and distribute content across channels and platforms.
Liquid Media’s leadership team includes
Chairman Joshua Jackson (actor / producer, television and
film), Chief Financial Officer Daniel Cruz (previously of
Canaccord Financial), Managing Director Charlie
Brezer (serial entrepreneur), Director Stephen
Jackson (Northland Properties), and Director Nancy
Basi (veteran Media + Entertainment expert), alongside
Advisory Board members Wilson J. Tang (acclaimed digital
entertainment veteran), Andrew Kaplan (capital markets
strategist) and Michael Timothy Doyle (veteran
interactive entertainment industry production executive). Each
brings decades of industry expertise and significant passion to
advance the Company’s mission.
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. 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, the risk that the conditions to
closing the offering may not be satisfied in a timely manner or
that the offering may not be consummated at all, developments
related to the COVID-19 pandemic, regulatory actions, market
prices, continued availability of capital and financing, and
general economic, market or business conditions. 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.
Further information:
Daniel CruzLiquid Media Group Ltd.+1 (416)
489-0092pg@liquidmediagroup.co
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