- US$756,448 debt settlement for shares at US$1.06 per share
- US$4,550,000 in acquisitions for gaming rights and licensing of payment and funding technologies at an average price of US$0.97 per share
- Six new gaming titles acquired in collaboration with Lightning Man Media
- Two new gaming titles acquired in collaboration with Zift Interactive
- Crowdfunding capital formation with exclusive platform license for gaming and entertainment businesses
- Acquisition of mobile payment transaction platform with exclusive rights to the video gaming sector to integrate global mobile payment capabilities and Liquid loyalty programs
VANCOUVER, British Columbia, Oct. 12, 2018 — Liquid Media Group Ltd. (Nasdaq: YVR) (the “Company” or “Liquid”) is pleased to announce that it has executed on a series of initiatives to further the Company’s compliance plan for continued listing on Nasdaq, strengthening the Company’s balance sheet, reducing debt and acquiring strategic licensing rights to further support funding, development and monetization of its media and gaming IP.
The Company has concluded agreements with various parties for debt settlements, services, equity investments and license acquisitions for total consideration of 5,381,103 shares at an average price per share of US$0.99.
All shares issued under the proposed Debt Settlement and the acquisitions will be subject to hold periods as required by applicable securities laws.
Further information on each of the Company’s acquisitions and initiatives may be expected following the Company’s compliance review on October 15, 2018.
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The Company has come to agreements with various parties for the settlement of debt totalling US$756,448.52 (based on a USD to CAD conversion factor of 1.3087), pursuant to which the Company proposes to issue 711,103 common shares (the “Shares”), representing an average price of US$1.06 per Share (the “Debt Settlement”). The Debt Settlement includes the settlement of accrued management fees owing to companies controlled by directors of the Company, fees owed to consultants and loans from various shareholders, including a director of the Company.
Investments and License Acquisitions
Acquires Blowout and Blast Works Liquid has acquired full intellectual property ownership for Blowout and Blast Works from Zift Interactive LLC.
Blowout has realized lifetime retail revenue of US$5-million to date and sold over 250,000 console units for the original Xbox, PS2 and GameCube. It is available now for Xbox 360, via Steam, IndieGala and GreenMan Gaming, and is in the backwards compatible program for Xbox One, which saves all development costs.
Blast Works has realized lifetime retail revenue of US$8-million to date and sold over 200,000 console units for Nintendo Wii. Liquid plans to relaunch the game to modern platforms and consoles.
Liquid-branded Payment and Reward Systems In conjunction with a system integration and development group, Liquid plans to develop a seamless, in-game payment service that will enhance their video entertainment products and increase product revenues, while also making for more convenient transactions for Liquid’s customers.
Under the agreement, Liquid will receive a complete Liquid-branded Payment and Reward System, including all mobile applications, loyalty, rewards and benefit subsystems and global payment network interfaces.
Through its innovative rewards program, the Liquid Token will be developed, which will enable consumers to exchange the Liquid tokens via their mobile accounts, or use them to make in-game purchases or upgrades.
Liquid’s development partner provides white-label mobile payment products and member rewards programs to banks, remittance companies, financial institutions and large international companies with a high-volume consumer transaction base. Additionally, its services include mobile wallets, merchant payments, physical and online payment points and consumer credit products interconnected into all mobile payment networks, and can be used by any mobile phone worldwide.
Lighting Man Lightning Man Media, LLC (“Lightning Man”) is a developer of mobile, PC adventure and arcade games with a portfolio of titles that are distributed via the Apple App Store, the Play Store and Steam with an installed base in excess of 200,000 users. Liquid has acquired a license to market and distribute six existing games owned by Lightning Man, titled Bunny Boom, Bar Crasher, Nyctophobia, Resurgence, Clowns and Machetes and Piggy Pals. Additionally, Liquid has agreed to payments of US$100,000 over a six month period for the rights to two future game titles to be developed jointly by the Company and Lightning Man.
SeriesOne Holdings LLC – Liquid game and film project funding platform SeriesOne Holding, Inc. (“S1”) and its subsidiaries deliver fintech solutions in the capital formation sector, including but not limited to equity and debt offerings conducted via SEC-approved exemptions. In servicing this market, S1 has created and maintains proprietary tools, financial technology and compliance services for issuers raising capital with both accredited and unaccredited investors.
Liquid sees an opportunity to utilize S1 technologies and online funding portals where entertainment and gaming businesses can raise equity and debt capital by selling securities, whether for its own offerings and for other businesses in marketing and coordinating capital raising efforts pursuant to the federal and state securities rules and regulations.
Crowdfunding and democratizing game publishing has received tremendous support and growth over the past couple of years. Liquid support for the gaming community through crowdfunding of its own titles and those of independent affiliates is expected to be a key pillar of Liquid’s business strategy.
As part of the agreement with S1, Liquid will acquire a 36-month platform license to operate a funding portal solution (“FPS”) under the Liquid brand. S1 will collaborate with Liquid to customize the FPS required for Liquid’s business. In addition to the platform license, Liquid also acquired an exclusive license of the S1 platform for the entertainment and gaming industry for an initial term of 12 months.
About Liquid Media Group Ltd.
Liquid is a media and entertainment company connecting mature production companies powered by StratusCore™ into a vertically integrated global studio, producing content for all platforms through its network of shared services. Additional information is available at www.LiquidMediaGroup.co.
Daniel Cruz Liquid Media Group Ltd. +1 (416) 489-0092 [email protected]
Adam Bello Media & Analyst Relations Manager Primoris Group Inc. Office: +1 (416) 489-0092 x 226 [email protected]
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Forward Looking Statements
This news release contains certain forward-looking information as defined in applicable securities laws (referred to herein as “forward-looking statements”). Forward-looking information is typically identified by words such as: “believe”, “expect”, “looks”, “anticipate”, “intend”, “estimate”, “planned” and similar expressions, or are those, which, by their nature, refer to future events. These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements.
The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.