Liquid Media Announces Letter of Intent to Acquire iNDIEFLIX

Rhea-AI Summary

Liquid Media Group Ltd. (Nasdaq: YVR) announced a letter of intent to acquire iNDIEFLIX Group Inc., a global subscription video-on-demand service focused on social impact content. The deal involves a potential payment of up to 1.67 million common shares of Liquid, subject to iNDIEFLIX meeting specified revenue milestones of $65 million. An initial secured loan of $500,000 will support iNDIEFLIX's operations. This acquisition is seen as part of Liquid's strategy to enhance its end-to-end IP solutions and capitalize on the growing edutainment market.

Positive

• Acquisition of iNDIEFLIX could enhance Liquid's content portfolio and market presence in the edutainment sector.
• Performance-based payment structure aligns Liquid's investment with iNDIEFLIX's future revenue growth.
• Immediate cash infusion of $500K to support iNDIEFLIX's operational needs and content production.

Negative

• Acquisition is contingent on iNDIEFLIX achieving revenue milestones, introducing potential risks for Liquid's shareholders.
• Possible shareholder dilution due to the issuance of 1.67M common shares as part of the acquisition agreement.

VANCOUVER, British Columbia, May 10, 2021 (GLOBE NEWSWIRE) -- Liquid Media Group Ltd. (“the Company” or “Liquid”) (Nasdaq: YVR) today announced the signing of a letter of intent (the “LOI”) to acquire iNDIEFLIX Group Inc. (“iNDIEFLIX”).

iNDIEFLIX is a global subscription video-on-demand streaming service focused on content with a purpose. iNDIEFLIX has evolved its initial offering, by expanding into the “Live” social impact space, and transforming into an ‘edutainment’ company with a foundation to further support its mission and vision. CEO and Co-founder Scilla Andreen is an award-winning Producer, Director, Costume Designer and author.

Under the terms of the LOI, Liquid would acquire iNDIEFLIX for up to 1.67M common shares of Liquid, which are scheduled to be paid out to iNDIEFLIX investors across specific performance milestones in five equal tranches of 333,333 common shares each (the “Consideration Shares”). The first tranche of Consideration Shares is payable upon closing, with four remaining milestones triggered by iNDIEFLIX revenues totalling US$65M in the years ahead. Additional cash will be invested in iNDIEFLIX’s ongoing operations, beginning with immediate availability of a secured bridge loan in the amount of $500K, to be applied towards working capital and production of original content for iNDIEFLIX’ education and other channels.

“In recent years, iNDIEFLIX wisely expanded, adding B2B to their foundational B2C service, and is now established in distributing social impact-based film programming and curriculum to an impressive array of audiences and markets - including corporate, government, education and others worldwide,” said Ronald Thomson, CEO of Liquid. “Scilla’s vision has grown iNDIEFLIX into a market leader in the social impact category of the edutainment sector. iNDIEFLIX’s operations now go well beyond just video content and into publication of educational materials and other areas complementary to their content.”

“We are extremely excited about our future with Liquid Media Group. Our streaming service of content for a purpose and mission to provide monetization to content creators, is perfectly in line with Liquid’s mission to create a comprehensive solution to taking amazing IP from creation to monetization. iNDIEFLIX will continue to operate as its own business with all of the people and resources we have developed over the years so we can continue our good work to create and deliver positive impact programming in the world,” said iNDIEFLIX CEO & Co-Founder Scilla Andreen.

“This transaction is an excellent first step and consistent with Liquid’s acquisition strategy going forward; with performance-based payment of the purchase price, and an outstanding fit with Liquid’s end-to-end IP creation, financing, production and monetization solution,” added Thomson.

Final terms of the acquisition will be conclusively determined in a binding definitive agreement to be entered on or prior to closing. Completion of the acquisition is subject to customary due diligence and documentation provisions and any necessary share issuance requirements and approvals.

About iNDIEFLIX:

iNDIEFLIX Group Inc is a global 'edutainment' streaming service that creates, promotes and supports social impact films to create positive change in the world.

Additional information is available at www.iNDIEFLIX.com

Linkedin / Twitter / Instagram / Facebook

About Liquid Media Group Ltd.

Liquid Media Group Ltd. (Nasdaq: YVR) is a business solutions company empowering independent IP creators. Liquid’s end-to-end solution will enable professional video (film/TV and video game) creation, packaging, financing, delivery, and monetization, empowering IP creators to take their professional content from inception through the entire process to monetization. The new Liquid Media Token Strategy will empower its users to capitalize and monetize all four pillars of IP: Creation, Use/Subscription, Financing, and Licensing/Protection.

Additional information is available at www.LiquidMediaGroup.co.

Further information:

Primoris Group
+1 (416) 489-0092
pg@liquidmediagroup.co

Media requests:

Investor:
Adam Bello
Media & Analyst Relations Manager
Primoris Group Inc.
+1 (416) 489-0092 x 226
media@primorisgroup.com

Industry:
Jane Owen
Jane Owen PR
+1 (323) 819-1122
jane@janeowenpr.com

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.

FAQ

What is Liquid Media Group's acquisition of iNDIEFLIX about?

Liquid Media Group announced plans to acquire iNDIEFLIX to enhance its portfolio in the edutainment space.

What is the financial structure of Liquid Media's deal with iNDIEFLIX?

The deal involves up to 1.67 million common shares paid in tranches based on iNDIEFLIX meeting revenue milestones.

What are the expected benefits of Liquid Media acquiring iNDIEFLIX?

The acquisition aims to boost Liquid's presence in the edutainment sector and leverage iNDIEFLIX's social impact content.

What are the risks associated with Liquid Media's acquisition of iNDIEFLIX?

The acquisition's success depends on iNDIEFLIX meeting specific revenue milestones, posing risks to Liquid's financial outlook.

How much funding will iNDIEFLIX receive from Liquid Media?

iNDIEFLIX will receive an initial secured bridge loan of $500,000 to support its operations and content development.