Liquid Media Announces Closing of USD$4.0 Million Registered Direct Offering
June 08 2020 - 03:00PM
Liquid Media Group Ltd. (the “Company”, “Liquid Media” or “Liquid”)
(Nasdaq: YVR), today announced that it has closed the previously
announced registered direct offering 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. Liquid Media has also issued to the
investors unregistered warrants to purchase up to an aggregate of
1,333,334 of common shares in a concurrent private placement.
H.C. Wainwright & Co. acted 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 were
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) were 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 only was made 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 was filed with the SEC and is available on the SEC's
website located at http://www.sec.gov and under the Company’s
profile at www.sedar.com. 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, 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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