Liquid Media Signs Definitive Agreement to Acquire iNDIEFLIX

Rhea-AI Summary

Liquid Media Group Ltd. (Nasdaq: YVR) announced the acquisition of iNDIEFLIX Group Inc., a leader in educational entertainment, through an all-stock transaction valued at $2.00 per share. This acquisition, structured in tranches based on performance milestones, aims to enhance Liquid's business solutions for independent creatives and drive growth. Liquid will invest an additional $500K to support iNDIEFLIX's operations. The acquisition aligns with Liquid's mission to facilitate the monetization of content and capitalize on the growing edutainment sector.

Positive

• Acquisition of iNDIEFLIX supports Liquid's strategy to empower independent content creators.
• Transaction valued at $2.00 per share could enhance shareholder value if performance milestones are met.
• Additional $500K investment to support iNDIEFLIX's operations and original content production.

Negative

• Acquisition dependent on iNDIEFLIX achieving revenue milestones of US$65M, posing risks if targets are not met.
• Performance-based payment structure may dilute shareholder value if share price fluctuates significantly.

VANCOUVER, British Columbia, Sept. 02, 2021 (GLOBE NEWSWIRE) -- Liquid Media Group Ltd. (“the Company,” “Liquid Media” or “Liquid”) (Nasdaq: YVR) is pleased to announce that, further to its press release dated May 10, 2021, it has executed a definitive agreement to acquire iNDIEFLIX Group Inc. (“iNDIEFLIX”), a global market leader in educational entertainment or ‘edutainment’, in an all-stock transaction. The acquisition is expected to be completed in the coming days as remaining customary closing conditions are fulfilled.

“This is an important acquisition for Liquid and our business solution engine as we work to support independent creative professionals and IP owners in monetizing their content,” said Ronald Thomson, CEO of Liquid. “In addition to providing significant benefit to producers of purposeful, social impact content, we believe Liquid Media’s iNDIEFLIX will also assist us to drive growth and shareholder value in the months and years ahead.”

iNDIEFLIX is a global subscription video-on-demand streaming service focused on content with a purpose. Cofounded by award-winning Producer, Director, Costume Designer and author Scilla Andreen, its success in providing monetization opportunities for IP owners blends seamlessly with Liquid’s mission to help creatives take their professional content from inception to monetization.

“We are extremely excited about our future with Liquid Media Group. Our streaming service showcasing 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,” said Scilla Andreen, iNDIEFLIX CEO & Co-Founder.

Under the terms of the definitive agreement, Liquid will acquire iNDIEFLIX for up to 2.5M common shares of Liquid priced at $2.00 per share and scheduled to be paid out to iNDIEFLIX investors across specific performance milestones in five equal tranches of 500,000 common shares each (the “Consideration Shares”). The first tranche of Consideration Shares is to be paid on closing, with four remaining milestones to be triggered by iNDIEFLIX revenues totalling US$65M in the years ahead. Additional cash is being invested in iNDIEFLIX’s ongoing operations, beginning with a secured bridge loan in the amount of $500K, which has been applied towards working capital and production of original content for iNDIEFLIX’ education and other channels. Further details of the acquisition will be available in the Company’s financial statements for the year ended November 30, 2021, to be filed on SEDAR.

About iNDIEFLIX:

A Liquid Media company, 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

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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.

Additional information is available at www.LiquidMediaGroup.co.

Further information:

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

Media requests:

Investor / Business
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. Such forward looking statements include, but are not limited to, that iNDIEFLIX will continue to increase its revenues. These statements should not be read as guarantees of future performance or results. Further, 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 the significance of Liquid Media's acquisition of iNDIEFLIX?

The acquisition enhances Liquid's business solutions for independent creatives and aims to increase revenue through monetization of content.

How many shares is Liquid Media acquiring in the iNDIEFLIX deal?

Liquid Media is acquiring up to 2.5 million common shares of iNDIEFLIX, priced at $2.00 per share.

What are the performance milestones for the acquisition of iNDIEFLIX?

The acquisition includes performance milestones tied to iNDIEFLIX achieving total revenues of US$65M.

When will the first tranche of shares be paid to iNDIEFLIX investors?

The first tranche of shares will be paid upon the closing of the acquisition.

What additional financial support is Liquid Media providing to iNDIEFLIX?

Liquid Media is investing an additional $500K through a secured bridge loan to support iNDIEFLIX's working capital and content production.