1287413 B.C. Ltd. and Liquid Meta Capital Holdings Ltd. Announce Execution of Amalgamation Agreement and Closing of Subscription Receipt Private Placement

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Toronto, Ontario--(Newsfile Corp. - November 30, 2021) - 1287413 B.C. Ltd. ("413" or the "Company") and Liquid Meta Capital Holdings Ltd. ("Liquid Meta") are pleased to announce that, further to its news release dated August 20, 2021, the Company and Liquid Meta have entered into a definitive amalgamation agreement dated November 30, 2021 (the "Amalgamation Agreement") in connection with the proposed business combination of 413 and Liquid Meta, which transaction will result in the reverse takeover of the Company by Liquid Meta (the "Reverse Takeover") with the resulting issuer being named "Liquid Meta Capital Holdings Ltd." (the "Resulting Issuer") and the common shares of the Resulting Issuer to be listed on the NEO Exchange (the "Exchange").

The Company and Liquid Meta are also pleased to announce that, further to the press release dated August 20, 2021, Liquid Meta completed a concurrent brokered and non-brokered private placement of subscription receipts ("Subscription Receipts") for aggregate gross proceeds of US$19,999,880 (the "Offering"). Concurrently with the Offering, the Company completed a concurrent non-brokered private placement of subscription receipts ("413 Subscription Receipts") for aggregate gross proceeds of US$13,700 (the "413 Offering").

The Offering

Liquid Meta completed the Offering comprised of: (i) the brokered sale of 14,336,000 Subscription Receipts through Canaccord Genuity Corp., as lead agent (the "Lead Agent"), Echelon Wealth Partners Inc., INFOR Financial Inc. and M Partners Inc. (together with the Lead Agent, the "Agents") pursuant to the terms of an agency agreement between Liquid Meta, the Agents and the Company dated November 30, 2021 (the "Agency Agreement") and (ii) the non-brokered sale by Liquid Meta of 5,663,880 Subscription Receipts, pursuant to which an aggregate of 19,999,880 Subscription Receipts were issued at a price of US$1.00 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of US$19,999,880.

The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") between Odyssey Trust Company, as subscription receipt agent and escrow agent (the "Escrow Agent"), Liquid Meta and the Lead Agent, on its own behalf and on behalf of the Agents. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one post-Share Split Liquid Meta Share (as such term is defined below), subject to adjustment in certain events, immediately upon the satisfaction or waiver of certain customary escrow release conditions set forth in the Subscription Receipt Agreement (the "Escrow Release Conditions") at or before 5:00 p.m. (Toronto time) on the date that is 120 days following the closing date of the Offering (the "Escrow Release Deadline").

Pursuant to the terms of the Agency Agreement, in consideration for their services in connection with the Offering, the Agents received (A) a cash commission equal to: (i) 7.0% of the aggregate gross proceeds of the Offering excluding proceeds from subscribers on a President's List plus (ii) 2% of the gross proceeds of the Offering from subscribers on a President's List (the "Agents' Commission"), and (B) such number of agents' warrants (the "Agents' Warrants") as is equal to: (i) 7.0% of the aggregate number of Subscription Receipts issued under the Offering excluding Subscription Receipts issued to President's List subscribers and (ii) 2.0% of the aggregate number of Subscription Receipts issued under the Offering to President's List subscribers. Each Agents' Warrant is exercisable into one post-Share Split Liquid Meta Share for a period of 24 months following satisfaction of the Escrow Release Conditions. In additional, Liquid Meta paid the Lead Agent a corporate finance fee, payable by way of the issuance of 103,499 Subscription Receipts, representing 1% of the aggregate number of Subscription Receipts issued under the Offering excluding President's List subscribers. On closing of the Offering, the gross proceeds from the Offering less 50% of the Agents' Commission, as well as the expenses of the Agents incurred in connection with the Offering (the "Escrowed Proceeds") were delivered to and are held by the Escrow Agent and have been invested pursuant to the terms of the Subscription Receipt Agreement (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds").

The remaining 50% of the the Agents' Commission will be released from escrow and delivered to the Agents from the Escrowed Funds and the balance of the Escrowed Funds will be released from escrow to Liquid Meta upon satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline.

In the event that (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) prior to the Escrow Release Deadline, Liquid Meta announces that it does not intend to, or will be unable to, satisfy the Escrow Release Conditions, holders of the Subscription Receipts shall be entitled to receive from the Escrow Agent and the Escrow Agent shall pay to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by them plus their pro rata share of any interest earned thereon, net of any applicable withholding tax in accordance with the Subscription Receipt Agreement, and all of the Subscription Receipts shall be cancelled. If the amount of the Escrowed Funds, including all interest thereon, would not be sufficient to satisfy any such payment, then pursuant to the Subscription Receipt Agreement, Liquid Meta will be required to deposit an additional amount, sufficient to satisfy the shortfall, with the Escrow Agent prior to the time at which the payment is required.

The 413 Offering

The Company completed the 413 Offering, pursuant to which an aggregate of 13,700 413 Subscription Receipts were issued at a price of US$1.00 per 413 Subscription Receipt for aggregate gross proceeds of US$13,700.

The 413 Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement (the "413 Subscription Receipt Agreement") between Odyssey Trust Company, as subscription receipt agent and escrow agent, and the Company. Each 413 Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one post-Consolidation 413 Share (as such term is defined below), subject to adjustment in certain events, immediately upon the satisfaction or waiver of the Escrow Release Conditions set forth in the 413 Subscription Receipt Agreement at or before 5:00 p.m. (Toronto time) on the date that is 120 days following the closing date of the 413 Offering .

In the event that (i) the Escrow Release Conditions are not satisfied on or before the escrow release deadline, or (ii) prior to the escrow release deadline, the Company announces that it does not intend to, or will be unable to, satisfy the Escrow Release Conditions, holders of the 413 Subscription Receipts shall be entitled to receive from the Escrow Agent and the Escrow Agent shall pay to each holder of 413 Subscription Receipts an amount equal to the aggregate Issue Price of the 413 Subscription Receipts held by them plus their pro rata share of any interest earned thereon, net of any applicable withholding tax in accordance with the 413 Subscription Receipt Agreement, and all of the 413 Subscription Receipts shall be cancelled. If the amount of the escrowed funds, including all interest thereon, would not be sufficient to satisfy any such payment, then pursuant to the 413 Subscription Receipt Agreement, the Company will be required to deposit an additional amount, sufficient to satisfy the shortfall, with the Escrow Agent prior to the time at which the payment is required.

The Amalgamation Agreement

The Amalgamation Agreement provides for, among other things, an amalgamation pursuant to which, among other things: (a) Liquid Meta will amalgamate with the Company under the Business Corporations Act (British Columbia) (the "Amalgamation") to form the Resulting Issuer; (b) all of the post-Share Split (as defined below) common shares of Liquid Meta (each, a "Liquid Meta Share") outstanding immediately prior to the Amalgamation will be cancelled and exchanged for common shares of the Resulting Issuer (each, a "Resulting Issuer Share") on the basis of one (1) post-Share Split Liquid Meta Share for one (1) Resulting Issuer Share; and (c) all of the post-Consolidation (as defined below) common shares of the Company (each, a "413 Share") outstanding immediately prior to the Amalgamation will be cancelled and exchanged for Resulting Issuer Shares on the basis of one (1) post-Consolidation 413 Share for one (1) Resulting Issuer Share. After giving effect to the Reverse Takeover, the Resulting Issuer will conduct the business of Liquid Meta going-forward. The Reverse Takeover will be an arm's length transaction and no finder's fees are payable in connection with the Reverse Takeover.

Prior to or on completion of the Amalgamation (the "Effective Time"), it is intended that: (i) the outstanding 413 Shares will be consolidated (the "Consolidation") on the basis of one (1) post-Consolidation 413 Share for each 4.7540 pre-Consolidation 413 Shares, and (ii) the Liquid Meta Shares will be subdivided (the "Share Split") on the basis of one (1) Liquid Meta Share for every 2.5858 post-Share Split Liquid Meta Shares.

The Amalgamation Agreement contemplates that, among others, the following conditions precedent be met prior to the Effective Time, including, but not limited to, (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) completion of the Offering; (c) receipt of the requisite approvals of the shareholders of 413 (the "413 Shareholders") with respect to the Amalgamation and the Consolidation; (d) receipt of the requisite approvals of the shareholders of Liquid Meta with respect to the Amalgamation and the Share Split; (e) no adverse material change in the business, affairs, financial condition or operations of Liquid Meta or the Company having occurred between the date of entering into the Amalgamation Agreement and the closing date of the Reverse Takeover; and (f) dissent rights shall have been exercised in respect of no more than 5% of the issued and outstanding Liquid Meta Shares. There can be no assurance that the Reverse Takeover will be completed as proposed or at all.

If all conditions to the implementation of the Amalgamation have been satisfied or waived, 413 and Liquid Meta will carry out the Amalgamation. Pursuant to the terms of the Amalgamation, it is expected that the following security conversions, exercise and issuances will occur among 413, Liquid Meta and the securityholders of Liquid Meta and 413 at or prior to the Effective Time:

  1. the 413 Shares (excluding the 413 Shares to be issued upon conversion of the 413 Subscription Receipts) being consolidated on the basis of one (1) post-Consolidation 413 Share for every 4.7540 pre-Consolidation 413 Shares;

  2. the Liquid Meta Shares (excluding the Liquid Meta Shares to be issued upon conversion of the Subscription Receipts) being subdivided on the basis of one (1) pre-Share Split Liquid Meta Share for every 2.5858 post-Share Split Liquid Meta Shares;

  3. the Subscription Receipts being exchanged, without payment of additional consideration or further action, into post-Share Split Liquid Meta Shares upon satisfaction of the Escrow Release Conditions;

  4. the 413 Subscription Receipts being exchanged, without payment of additional consideration or further action, into post-Consolidation 413 Shares upon satisfaction of the Escrow Release Conditions;

  5. each Agents' Warrant issued to the Agents in connection with the Offering outstanding immediately prior to the Effective Time shall be cancelled and exchanged for agents' warrants of the Resulting Issuer (the "Resulting Issuer Agents' Warrants") such that the holders of such Resulting Issuer Agents' Warrants will be entitled to the purchase of one Resulting Issuer Share per one Resulting Issuer Agents' Warrant; and

  6. each stock option of Liquid Meta and each warrant of Liquid Meta outstanding immediately prior to the Effective Time, whether vested or not vested, shall be cancelled and exchanged for comparable securities of the Resulting Issuer on economically equivalent terms, subject to adjustments contemplated by the Amalgamation Agreement.

About 413

413 was incorporated under the Business Corporations Act (British Columbia). 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, Liquid Meta is 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:

1287413 B.C. Ltd.
James Ward, Chief Executive Officer
Phone: 416-897-2359
Email: james@wardfinancial.ca

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

Completion of the Reverse Takeover is subject to a number of conditions, including but not limited to, Exchange acceptance. The Reverse Takeover cannot close until the required approvals of shareholders of Liquid Meta and 413 are obtained. Liquid Meta and 413 anticipate closing of the Reverse Takeover to occur by the end of December 2021. There can be no assurance that the Reverse Takeover will be completed as proposed or at all.

Investors are cautioned that, except as disclosed the Filing Statement to be prepared in connection with the Reverse Takeover (the "Filing Document"), any information released or received with respect to the Reverse Takeover may not be accurate or complete and should not be relied upon. Trading in the securities of the Resulting Issuer should be considered highly speculative.

The Exchange has not in any way passed upon the merits of the proposed Reverse Takeover and has neither approved nor disapproved the contents of this news release.

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.

Cautionary Statement Regarding Forward Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of 413 and Liquid Meta with respect to future business activities and operating performance.

Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) expectations regarding whether the Reverse Takeover will be consummated, including whether conditions to the consummation of the Reverse Takeover will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the business plans and expectations of the Resulting Issuer; and (iii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Liquid Meta, 413 or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Liquid Meta, 413 and the Resulting Issuer, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect 413 and Liquid Meta's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Liquid Meta's current beliefs and is based on information currently available to 413 and Liquid Meta and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: the impact of the COVID-19 pandemic on the Reverse Takeover, 413, Liquid Meta or the Resulting Issuer; completion of the Amalgamation; the timing of listing the Resulting Issuer Shares on the Exchange; satisfying the conditions precedent and covenants in the Amalgamation Agreement; satisfying the requirements of the Exchange with respect to the Reverse Takeover; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this news release and the Filing Document, including, but not limited to, those set forth in the Filing Document under the caption "Risk Factors". Although 413 and Liquid Meta have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, 413 and Liquid Meta disclaim any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information 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 information.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although 413 and Liquid Meta have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. 413 and Liquid Meta do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Not for distribution to U.S. news wire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/106014

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