Liquid Media Group Ltd. (“the Company,” “Liquid Media” or “Liquid”) is pleased to announce that, further to its press release dated May 10, 2021, it has executed a definitive agreement to acquire iNDIEFLIX Group Inc. (“iNDIEFLIX”), a global market leader in educational entertainment or ‘edutainment’, in an all-stock transaction. The acquisition is expected to be completed in the coming days as remaining customary closing conditions are fulfilled.

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“This is an important acquisition for Liquid and our business solution engine as we work to support independent creative professionals and IP owners in monetizing their content,” said Ronald Thomson, CEO of Liquid. “In addition to providing significant benefit to producers of purposeful, social impact content, we believe Liquid Media’s iNDIEFLIX will also assist us to drive growth and shareholder value in the months and years ahead.”

iNDIEFLIX is a global subscription video-on-demand streaming service focused on content with a purpose. Cofounded by award-winning Producer, Director, Costume Designer and author Scilla Andreen, its success in providing monetization opportunities for IP owners blends seamlessly with Liquid’s mission to help creatives take their professional content from inception to monetization.

“We are extremely excited about our future with Liquid Media Group. Our streaming service showcasing content for a purpose and mission to provide monetization to content creators is perfectly in line with Liquid’s mission to create a comprehensive solution to taking amazing IP from creation to monetization,” said Scilla Andreen, iNDIEFLIX CEO & Co-Founder.

Under the terms of the definitive agreement, Liquid will acquire iNDIEFLIX for up to 2.5M common shares of Liquid priced at $2.00 per share and scheduled to be paid out to iNDIEFLIX investors across specific performance milestones in five equal tranches of 500,000 common shares each (the “Consideration Shares”). The first tranche of Consideration Shares is to be paid on closing, with four remaining milestones to be triggered by iNDIEFLIX revenues totalling US$65M in the years ahead. Additional cash is being invested in iNDIEFLIX’s ongoing operations, beginning with a secured bridge loan in the amount of $500K, which has been applied towards working capital and production of original content for iNDIEFLIX’ education and other channels. Further details of the acquisition will be available in the Company’s financial statements for the year ended November 30, 2021, to be filed on SEDAR.

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