Liquid Media receives non-binding term sheet from fast-growing company

Liquid Media Group announced that it has received a non-binding term sheet, LOI, in respect of a proposed restructuring transaction from a fast-growing, category-leading company that has attracted top-tier investor interest and demonstrated strong revenue scaling over the previous two years. Under the terms of the LOI, the Target would merge with a wholly-owned subsidiary of the Company in a stock-for-stock reverse merger transaction in which the Target will survive as a wholly-owned subsidiary of Liquid. Should the Company determine to proceed with the Merger, the Company would commence immediate efforts to evaluate potential strategic alternatives for its existing assets, including but not limited to, strategic sale, spin-off, or keeping them in place at the Company. Under the terms of the LOI, the Company would retain 25% of the post-merger entity, and the shareholders of the Target would own 75%. 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 and related certifications for the fiscal year ended November 30, 2022. The Company will not accept the LOI, nor pursue the Merger, until the CTO has been revoked. The Company will provide further updates in this regard in due course.