Liquid Meta Announces Closing of Reverse Takeover Transaction and Approval of Listing on the NEO Exchange

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Trading on the NEO on or about December 22, 2021 under the ticker symbol “LIQD”

Toronto, Ontario–(Newsfile Corp. – December 17, 2021) – Liquid Meta Capital Holdings Ltd. (NEO: LIQD) (the “Company“), formerly 1287413 B.C. Ltd. (“413“), today announces the successful closing of its previously announced reverse takeover of 413 by Liquid Meta Capital Holdings Ltd. (the “Reverse Takeover“). The Company has also received approval for the listing of the Resulting Issuer Shares (as defined below) on the NEO Exchange Inc. (“NEO“) under the ticker symbol “LIQD”, with trading to commence at market open on or about December 22, 2021.

“Liquid Meta will be the first publicly traded pure-play institutional liquidity provider for Decentralized Finance in the world. DeFi is one of the fastest growing segments in the cryptocurrency industry and has expanded to nearly $300B of capital locked in the space over the last 2-years. Liquid Meta has identified a significant opportunity to be a scale mover in this swiftly growing market. The completion of a Reverse Takeover between Liquid Meta and 1287413 B.C. Ltd., and approval of final listing on the NEO Exchange marks an important milestone for Liquid Meta and its shareholders,” commented Jonathan Wiesblatt, CEO of the Company.

The Reverse Takeover was effected by way of an amalgamation between 413 and Liquid Meta Capital Holdings Ltd. (“LM“) pursuant to an amended and restated amalgamation agreement dated December 13, 2021. Immediately prior to and in connection with the Reverse Takeover, 413 effected a consolidation (the “Consolidation“) of the common shares of 413 (the “413 Shares“) on a one post-Consolidation 413 Share (a “Resulting Issuer Share“) for every 5.5146 pre-Consolidation 413 Shares basis. Shareholder approval for certain of these matters where required was obtained by written consent of the Company’s shareholders dated December 8, 2021.

In addition, an aggregate of 20,475,487 subscription receipts of LM (including subscription receipts issued to the agents as part of a corporate finance fee), which were issued pursuant to the previously announced concurrent private placement of LM for aggregate gross proceeds of $20,349,880 (the “Current Financing“), were converted for no additional consideration into an aggregate of 20,475,487 Resulting Issuer Shares in connection with the closing of the Reverse Takeover. An aggregate of 13,700 subscription receipts of 413 which were issued pursuant to the previously announced concurrent private placement of 413 (the “413 Financing“), for aggregate gross proceeds of $13,700, were converted for no additional consideration into an aggregate of 13,700 Resulting Issuer Shares in connection with the closing of the Reverse Takeover.

In connection with the Reverse Takeover, shareholders of LM received one Resulting Issuer Share for every common share of LM held, and now hold an aggregate of 52,825,329 (inclusive of subscribers in the Concurrent Financing). In addition, all existing warrants and options of LM were exchanged for similar securities of the Company following completion of the Reverse Takeover on a one-for-one basis (post-Consolidation) on substantially similar terms and conditions.

Following closing of the Reverse Takeover, the Company has 53,627,840 Resulting Issuer Shares issued and outstanding, of which 802,511 Resulting Issuer Shares result from the Consolidation of the pre-Reverse Takeover Common Shares held by the shareholders of 413 (inclusive of subscribers 413 Financing), and 52,825,329 Resulting Issuer Shares were issued to former shareholders and securityholders of LM. In addition, the Company has reserved for issuance (i) an aggregate of 3,675,740 Resulting Issuer Shares issuable upon the exercise of stock options of the Company, (ii) an aggregate of 723,496 Resulting Issuer Shares issuable upon the exercise of warrants of the Company, and (iii) an aggregate of 1,081,992 Resulting Issuer Shares issuable upon the exercise of compensation warrants granted to brokers or agents in connection with the Current Financing.

New Board and Management

Following the Reverse Takeover, the leadership team of the Company is as follows:

  • Jonathan Wiesblatt (Chief Executive Officer and Director);
  • Nicolas del Pino (Chief Operating Officer and Director);
  • Stephen Harper (Director);
  • Thomas Kang (Director);
  • David Prussky (Director); and
  • Sendy Shorser (Chief Financial Officer and Corporate Secretary).

Further details of the Reverse Takeover are contained in news releases of 413 dated August 20, 2021 and November 30, 2021. Readers are also referred to the filing statement of the Company dated December 17, 2021 (the “Filing Statement“) which was prepared in accordance with the requirements of the NEO and filed under the Company’s issuer profile on SEDAR at www.sedar.com.

Early Warning Report

Nico Nolledo, a holder of Resulting Issuer Shares individually and through entities which he controls directly or directly, Eden International Holdings Pte. Ltd. and Wi-Zone International Limited, makes the following announcement in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“).

In connection with the Reverse Takeover, Mr. Nolledo acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of NI 62-103. Immediately prior to completion of the Reverse Takeover, Mr. Nolledo did not have ownership of, or exercised control or direction over, any voting or equity securities of the Company.

Pursuant to the Reverse Takeover, Mr. Nolledo acquired ownership, directly and indirectly, of 14,928,999 Resulting Issuer Shares representing approximately 27.84% of the outstanding Resulting Issuer Shares on a non-diluted basis and 258,580 options to acquire Resulting Issuer Shares (the “Options“). Assuming the exercise in full of the Options, Mr. Nolledo will hold 15,187,579 Resulting Issuer Shares representing 28.18% of the then issued and outstanding Resulting Issuer Shares on a partially diluted basis.

The Company understands that each of Mr. Nolledo acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional Resulting Issuer Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise (if and when granted), or may, subject to the requirements of applicable securities laws, sell all or some portion of the Resulting Issuer Shares they own or control (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions), or may continue to hold the Resulting Issuer Shares.

This portion of this news release is issued pursuant to NI 62-103, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports will be filed by Mr. Nolledo in accordance with applicable securities laws and will be available on the Company’s issuer profile on SEDAR at www.sedar.com. Mr. Nolledo can be contacted at +63 917 143 1444 or +1 562 269 8440, or sam@edenholdingsinc.com, attention Samantha Cruz, to obtain a copy of Mr. Nolledo’s early warrant report. The Company’s head office is located at 66 Hendel Drive, Thornhill, Ontario L4J 9H7.

About Liquid Meta

Liquid Meta leverages innovative technology and its operational expertise into building proprietary software and tools to access, automate, and scale operations within the fast-growing DeFi segment of the blockchain industry. Liquid Meta is scaling a Defi and Web3 focused business within proof-of-stake (PoS) based networks.

For further information contact:

Liquid Meta Capital Holdings Ltd.
Jonathan Wiesblatt, Chief Executive Officer
Phone: 647-203-9190
Email: jon@liquidmeta.io

Forward-Looking Information

This news release contains forward-looking statements including, but not limited to, statements about the Company’s strategies, expectations, planned operations or future actions; the listing of the Resulting Issuer Shares on the NEO; and statements with respect to future intentions of Mr. Nolledo. Often, but not always, these Forward-looking Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements, including those factors discussed under “Risk Factors” in the Filing Statement. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Forward-looking statements contained herein are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except where required by law. There can be no assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

This press 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. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Neither the NEO nor its Regulation Services Provider (as that term is defined in policies of the NEO) has in any way passed upon the merits of the Reverse Takeover and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/108046

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