Vancouver, British Columbia–(Newsfile Corp. – August 20, 2021) – 1287413 B.C. Ltd. (“413“) and Liquid Meta Capital Holdings Ltd. (“Liquid Meta“) are pleased to announce that 413 and Liquid Meta have entered into a letter of intent dated August 18, 2021 (the “LOI“) which sets forth, in general terms, the basic terms and conditions upon which 413 and Liquid Meta will combine their business operations resulting in a reverse takeover (“RTO“) of 413 by Liquid Meta and its shareholders.
Pursuant to the terms of the LOI, it is intended that 413 and Liquid Meta will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure (collectively, the forgoing with any related transaction, the “Transaction“) which will result in Liquid Meta becoming a wholly owned subsidiary of 413 or otherwise combining its corporate existence with that of 413. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive transaction documents expected to be executed in the short term. The issuer resulting from the Transaction (the “Resulting Issuer“) will carry on the business currently carried on by Liquid Meta. Prior to the completion of the Transaction, it is expected that the parties will complete a private placement (the “Concurrent Financing“).
When a definitive agreement between 413 and Liquid Meta is executed, 413 and Liquid Meta will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.
413 was incorporated under the Business Corporations Act (British Columbia) as a wholly-owned subsidiary of 1289625 BC Ltd. Pursuant to a plan of arrangement under the provisions of the Business Corporations Act (British Columbia), 1289625 BC Ltd. reorganized its capital such that each holder of common shares disposed of their holdings to 1289625 BC Ltd. and, in consideration therefor, received, among other things, certain common shares of 413 and which resulted in 413 ceasing to be a subsidiary of 1289625 BC Ltd.
413 has no material assets and does not conduct any operations or active business, other than the identification and evaluation of acquisition opportunities to permit 413 to acquire a business or assets in order to conduct commercial operations.
413 is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia.
About Liquid Meta
Liquid Meta is a privately-held corporation incorporated under the Business Corporations Act (British Columbia) on January 6, 2020. Leveraging innovative technology and its operational expertise, the Company is building proprietary software and tools to access, automate, and scale operations within the fast-growing DeFi segment of the blockchain industry. The Company is scaling a Defi and Web3 focused business within proof-of-stake (PoS) based networks.
All information contained in this news release with respect to 413 and Liquid Meta was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
1287413 B.C. Ltd.
James Ward, Chief Executive Officer
Liquid Meta Capital Holdings Ltd.
Jonathan Wiesblatt, Chief Executive Officer
Forward Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Transaction, the business and operations of Liquid Meta and the Resulting Issuer; the completion and terms of the Concurrent Financing and the constitution of the Resulting Issuer’s board and management terms. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
With respect to forward-looking statements and information contained herein, 413 and Liquid Meta have made numerous assumptions including among other things, assumptions about general business and economic conditions of Liquid Meta and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of 413 and Liquid Meta believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Concurrent Financing; risks relating to the negotiation of a definitive agreement and receipt of all requisite approvals for the Transaction and/or other ancillary transactions, including the approval of Liquid Meta and 413 shareholders; and other risk factors as detailed from time to time. 413 and Liquid Meta do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. 413 and Liquid Meta assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this press release are made as of the date of this release.
Not for distribution to U.S. news wire services or for dissemination in the United States
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