Leading Brands and Liquid Media Group Announce Closing of Arrangement
09 August 2018 - 10:00PM
Leading Brands, Inc. (NASDAQ: LBIX)(“LBIX”) and Liquid
Media Group Ltd. ("Liquid") are pleased to announce the
closing of the previously announced (see news releases dated
September 15, 2017 and January 15, 2018 of LBIX and September 19,
2017 and January 15, 2018 of Liquid) business combination by plan
of arrangement under the Business Corporations Act (British
Columbia) (the "
Arrangement"). Pursuant to the
Arrangement, Liquid was aquired by and became a wholly-owned
subsidiary of LBIX. As part of the Arrangement, on August 10, 2018,
LBIX will change its name to “Liquid Media Group Ltd.” and Liquid
will change its name to “Liquid Media Group (Canada) Ltd.” In this
news release, LBIX post-Arrangement is referred to as the Resulting
Issuer.
The Arrangement, which was first announced on
September 17, 2017 and later amended on January 14, 2018, was
approved by Liquid Shareholders at Liquid’s special meeting of
shareholders held on July 11, 2018. LBIX shareholders approved the
issuance of LBIX Shares to Liquid shareholders in connection with
the Arrangement, among other things, at LBIX's special meeting held
on July 23, 2018. On July 27, 2018, Liquid obtained a final order
approving the Arrangement from the Supreme Court of British
Columbia.
Pursuant to the Arrangement, former holders of
Liquid common shares are entitled to receive 0.5741 of one common
share of the Resulting Issuer for every one Liquid common share
surrendered (the “Exchange Ratio). Letters of
transmittal were mailed to former Liquid shareholders providing
instructions on how to exchange their Liquid share certificates for
Resulting Issuer certificates. Following completion of the
Arrangement, the Resulting Issuer has 9,244,898 common shares
issued and outstanding, including 6,442,486 issued to former Liquid
shareholders, representing 69.7% of the Resulting Issuer’s issued
and outstanding shares.
The common shares of the Resulting Issuer to be
issued in connection with the Arrangement are currently listed on
NASDAQ under the ticker symbol ‘LBIX’. Effective August 10, 2018,
the new trading symbol of the Resulting Issuer shares will be
‘YVR’. The Resulting Issuer is applying for an order under
applicable securities laws that Liquid cease to be a reporting
issuer in all jurisdictions in Canada in which it is reporting.
Full details of the Arrangement and certain
other matters are set out in the joint management information
circular of LBIX and Liquid dated June 8, 2018 (the "Information
Circular"). A copy of the Information Circular and other meeting
materials can be found under both LBIX's and Liquid’s profiles on
the SEDAR website at www.sedar.com.
About the Resulting Issuer
The Resulting Issuer will carry on Liquid’s
business as a film and entertainment company engaged in aggregating
mature production service companies into a vertically-integrated
global studio, and producing content for all platforms including
film, TV, gaming and VR, through its network of shared
services.
On behalf of the board of directors of Liquid and
LBIX
“Charles Brezer”
Charles BrezerDirector
For additional information regarding Liquid and LBIX,
contact:Daniel
Cruz778-840-4571Email: info@liquidmediagroup.co
Forward Looking Statements
This news release contains certain
forward-looking information as defined in applicable securities
laws (referred to herein as "forward-looking statements"). More
particularly and without limitation, this news release contains
forward-looking statements and information concerning the continued
listing of the Resulting Issuer’s common shares on NASDAQ and the
ceasing of Liquid to be a reporting issuer. These forward-looking
statements reflect the expectations or beliefs of management of the
Resulting Issuer 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 LBIX and Liquid with securities regulatory
authorities, which may cause actual outcomes to differ materially
from those discussed in the forward-looking statements. Anticipated
synergies and efficiencies or other intended benefits of the
Arrangement and the share consolidation may not be realized, and
the prospects of the Resulting Issuer will remain subject to all
the general risks associated with the entertainment industry and
financial markets in general.
The forward-looking statements and information
contained in this news release are made as of the date hereof and
the Resulting Issuer 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.
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