Liquid Media Group Ltd. (the “Company”, “Liquid Media” or “Liquid”) is pleased to announce that it has entered into a sales agreement (the “ATM Agreement”) with Virtu Americas LLC (the “Sales Agent”) for an at-the-market distribution program (the “ATM Program”).
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The ATM Agreement will allow the Company to distribute up to US$6,051,342 of common shares of the Company (the “Offered Shares”) under the ATM Program. The Offered Shares will be issued by the Company to the public from time to time, through the Sales Agent. The Offered Shares sold under the ATM Program, if any, will be sold on the Nasdaq at the prevailing market prices at the time of the sale. No Offered Shares will be offered or sold in Canada.
The Company intends to use the net proceeds of any such sales under the ATM Program for working capital purposes, expanding existing businesses or acquiring or investing in business, debt reduction or debt refinancing, capital expenditures, and other general corporate purposes.
Any sales of Offered Shares may be made in sales that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The Company is not obligated to make any sales of Offered Shares under the ATM Agreement.
The offering is being made only by means of a prospectus contained in the shelf registration statement on Form F-3 (File No. 333-237982) (the “Base Prospectus”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 4, 2020 and declared effective by the SEC on May 15, 2020 and the related prospectus supplement dated August 24, 2021 (the “Prospectus Supplement”). Prospective investors should read the Base Prospectus, the Prospectus Supplement and all other documents that the Company has filed with the SEC that are incorporated by reference to the Base Prospectus and Prospectus Supplement for more complete information about the Company, including information about the ATM Program and the risks associated with investing in the Company.
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