Liquid Media Group Obtains Interim Order for Plan of Arrangement
Vancouver, British Columbia (FSCwire) - Liquid Media Group Ltd. ("Liquid" or the "Company") is pleased to announce that on June 6, 2018 it obtained an interim order from the Supreme Court of British Columbia (the "Interim Order") in connection with its business combination by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") with Leading Brands, Inc. ("LBIX") (see news releases on September 19, 2017 and January 15, 2018). Upon completion of the Arrangement, holders of Liquid common shares (the "Liquid Shares") will receive, for each Liquid Share held, 0.5741 of an LBIX common share (assuming no consolidation of LBIX common shares) and LBIX will own 100% of the Liquid Shares.
The Interim Order, among other things, authorizes Liquid to call and hold a special meeting of the holders of Liquid Shares (the "Liquid Meeting") to approve the Arrangement. In accordance with the Interim Order, the Liquid Meeting is scheduled to be held on July 11, 2018 at the offices of the Company at 451 - 409 Granville Street, Vancouver, B.C. V6C 1T2 at 10:00 a.m. (local time). LBIX expects to hold a special meeting of its shareholders (“LBIX Meeting”) to approve the Arrangement on the same date. A joint management information circular and related shareholder meeting materials are being mailed to Liquid shareholders and LBIX shareholders in connection with the Liquid Meeting and LBIX Meeting. The Liquid Meeting materials will be available on SEDAR at www.sedar.com under Liquid's profile.
The record date for determining the shareholders entitled to receive notice and to vote at the Liquid Meeting has been fixed as of the close of business on June 4, 2018. All Liquid shareholders are encouraged to vote in person or by proxy at the Liquid Meeting.
The board of directors of the Company UNANIMOUSLY recommends that Liquid shareholders vote IN FAVOUR of the Arrangement.
The hearing date for the application for the final order of the Court (the "Final Order") is scheduled for July 13, 2018. If all necessary approvals are obtained and the conditions to completion of the Arrangement are satisfied or waived, Liquid expects that the Arrangement will complete soon after the Final Order is obtained.
About Liquid Media Group
Liquid Media Group is aggregating mature production service companies into a vertically integrated global studio producing content for all platforms including feature film, TV, gaming and VR through its network of shared services. Further information about the Company is available under its profile on the SEDAR website www.sedar.com. or more information, please contact:
Director and Chief Financial Officer
For more information, please visit: www.liquidmediagroup.co
This news release includes forward-looking information within the meaning of Canadian securities legislation. The forward-looking information includes statements regarding: the proposed Arrangement; mailing of the management information circular for the Liquid Meeting, the holding of the Liquid meeting and LBIX Meeting, obtaining of the Final Order, completion of the Arrangement, and the timing of all these events. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, including the failure to obtain approval of Liquid's or LBIX’s shareholders, may result in the termination of the Arrangement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement will be set forth in the joint management information circular, which will be available on SEDAR at www.sedar.com. The forward-looking information is based on certain key expectations and assumptions made by management of the Company. Although the Company believes that the expectations and assumptions on forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company cannot guarantee that they will prove to be correct. These forward-looking statements are made as of the date of this news release and the Company disclaims any intent or obligation to update publicly any forward-looking information, other than as required by applicable securities laws.
Source: Liquid Media Group Ltd.
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