WOODLAND HILLS, Calif., Feb. 28, 2019 (GLOBE NEWSWIRE) -- Joshua Jackson, of #2030, 21700 Oxnard Street, Woodland Hills, CA, USA 91367 announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of Liquid Media Group Ltd. (the “Company”), 1000 – 409 Granville Street, Vancouver, BC V6C 1T2.
Mr. Jackson intends to file his early warning report in connection with the acquisition of a debenture in the Company for a principal amount of US$500,0000 (CAD$655,000) (the “Debenture”) pursuant to a private placement offering of Debentures which closed on February 27, 2019. The Debenture will mature two years from closing and will bear interest at 2% per annum. The Debenture is convertible into units (“Units”) at a price of US$1.50 (CAD$1.97) per Unit. Each Unit consists of one common share and one share purchase warrant (a “Debenture Warrant”). Each Debenture Warrant will entitle the holder to acquire one common share of the Company for US$1.75 (CAD$2.29) for a period of two years from the closing date of the Offering.
Immediately prior to the acquisition Mr. Jackson owned 239,719 common shares (“Shares”), and 23,921 common share purchase warrants (“Warrants”) which, if fully exercised, represented approximately 6.6% of the then issued an outstanding Shares on a partially-diluted basis. Following the acquiror’s acquisition of Debenture on February 27, 2019 the acquiror may convert his Debenture principal into 333,333 Units, representing 333,333 Shares and 333,333 Debenture Warrants. If the Debenture Units and Debenture Warrants are fully exercised, Mr. Jackson would own 19.8% of the current issued and outstanding Shares on a partially-diluted basis.
Mr. Jackson may from time to time increase or decrease ownership or control of securities of the Company depending on the market or other conditions. He has no current plans or intentions to (a) undertake a corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (b) sell or transfer any other material assets to the Company; or cause the Company to sell or dispose of any of its material assets; (c) change the board of directors or management of the Company, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on its board; (d) effect a material change in the present capitalization or dividend policy of the Company; (e) effect a material change in the Company’ s business or corporate structure; (f) effect a change in the Company’ s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the Company by any person or company; (g) cause any class of securities of the Company to be delisted from, or cease to be authorized to be quoted on, a marketplace; (h) cause the Company to cease to be a reporting issuer in any jurisdiction of Canada; (i) solicit proxies from securityholders; or (j) any action similar to any of those enumerated above.
A copy of the early warning report will be filed on www.sedar.com.
To receive a copy of the report, please contact David at (604) 629-5400.
All dollar amounts expressed in Canadian dollars are based on the February 27, 2019 exchange rate of 1.31.
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