LIQUID META AND CELLVIEW IMAGING INC. ENTER INTO LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION

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

TORONTO, Jan. 17, 2024 /CNW/ - Liquid Meta Capital Holdings Ltd. ("Liquid Meta" or the "Company") (NEO: LIQD) (FRANKFURT: N5F) (OTCQB: LIQQF) announces that it has entered into a binding letter of intent (the "LOI") with Cellview Imaging Inc. ("Cellview") to effect an arm's length transaction that will result in the reverse take-over of Liquid Meta by Cellview (the "Proposed Transaction") to ultimately form the resulting issuer (the "Resulting Issuer"). It is intended that the Proposed Transaction will constitute a "reverse take-over" of Liquid Meta under the policies of CBOE Canada (the "Exchange") and following completion of the Proposed Transaction, the Resulting Issuer will carry on the business currently carried on by Cellview.

Pursuant to the terms of the LOI, it is intended the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, plan of arrangement or such other transaction structure as will result in Cellview becoming a wholly owned subsidiary of Liquid Meta or otherwise combining its corporate existence with that of Liquid Meta. The final structure of the Proposed Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement").

There are currently an aggregate of 53,837,246 common shares of Liquid Meta ("Liquid Meta Shares") issued and outstanding, as well as 1,745,755 stock options and 437,044 common share purchase warrants of Liquid Meta.  Pursuant to the LOI, the holders of the issued and outstanding shares of Cellview ("Cellview Shares") will receive such number of Liquid Meta Shares for each Cellview Share held such that upon completion of the Proposed Transaction, shareholders of Cellview will hold approximately 75% of the issued and outstanding common shares of the Resulting Issuer (the "Exchange Ratio"), subject to adjustment in certain circumstances (including the issuance of the Additional Bridge Loan (as defined below)) and prior to giving effect to the Subsequent Financing (as defined below) and any additional amounts invested by a third party into Cellview or a to be formed financing entity to satisfy the minimum cash conditions in connection with the Proposed Transaction (the "Top-Up Financing"). Additionally, it is anticipated that all securities convertible, exercisable or exchangeable for Cellview Shares will be converted or exchanged (or otherwise become convertible or exercisable in accordance with their terms) into similar securities of the Resulting Issuer on substantially similar terms and conditions based on the Exchange Ratio, except for any outstanding SAFE notes of Cellview which are expected to be converted into Cellview Shares immediately prior to the closing of the Proposed Transaction in accordance with their terms. In connection with the Proposed Transaction, it is anticipated that all outstanding stock options and common share purchase warrants of Liquid Meta will remain in effect on substantially the same terms, subject to customary anti-dilution adjustments in accordance with the terms thereof.

Prior to the completion of the Proposed Transaction, it is expected that Cellview will complete a private placement for minimum gross proceeds of US$2,500,000 (excluding any investment by a third party in the Top-Financing) upon terms yet to be determined by the parties (the "Subsequent Financing"). In connection with the Proposed Transaction, subject to receipt of applicable approvals, Liquid Meta will effect a name change to such name as may be determined by Cellview.

In connection with the execution of the LOI, the Company advanced a bridge loan in the principal amount of US$1,000,000 to Cellview pursuant to the terms of a secured convertible note entered into between the Company and Cellview (the "Bridge Loan"). The Bridge Loan is secured by a general security agreement granting a security interest in all of the personal property, assets and undertakings of Cellview. The Bridge Loan will bear interest at a rate of 15% per annum and has a maturity date of January 17, 2025. The Bridge Loan is convertible into Cellview Shares upon the completion of certain liquidity events by Cellview (other than the Proposed Transaction) on the basis of a formula set out in the definitive secured convertible note evidencing the Bridge Loan, subject to adjustment based on the basic capitalization of Cellview immediately prior to the time of conversion. In the event Cellview prepays the Bridge Loan prior to the maturity date, Cellview will issue Liquid Meta a warrant exercisable into such number of Cellview Shares as is equal to the principal and any accrued and unpaid interest outstanding under the Bridge Loan as at the date of such prepayment on substantially the same conversion terms as the Bridge Loan, including that the term of the warrant shall expire on the date of the originally contemplated maturity of the Bridge Loan. Cellview will use the proceeds of the Bridge Loan to fund working capital and other business development initiatives. Upon or after completion of the Proposed Transaction, the Bridge Loan will be consolidated as part of the debt assumed by the Resulting Issuer.  In addition, Liquid Meta has conditionally advanced US$1,000,000 to Cellview in escrow (the "Escrow Advance") in accordance with the terms of an escrow agreement among Liquid Meta, Cellview and an escrow agent (the "Escrow Agreement"), pursuant to which such funds will be held in escrow until the earlier of: (i) 45 days from the date of the Escrow Advance by Liquid Meta (the "Funding Deadline"); and (ii) the date a third party advances US$1,000,000 to Cellview in exchange for a secured convertible note of Cellview on similar terms as, and pari passu to, the Bridge Loan (the "Third-Party Bridge Loan"). Pursuant to the terms of the Escrow Agreement, if the Third-Party Bridge Loan is not advanced to Cellview prior to the Funding Deadline, the Escrow Advance will be released from escrow to Cellview in exchange for a secured convertible note of Cellview issuable to Liquid Meta (on terms identical to the Bridge Loan, other than the date of issue) (the "Additional Bridge Loan"). If the Third-Party Bridge Loan is advanced to Cellview prior to the Funding Deadline, the Escrow Advance will be released from escrow and returned to Liquid Meta.

The obligations of Liquid Meta and Cellview pursuant to the LOI will terminate in certain specified circumstances, including in the event that the Definitive Agreement is not entered into by the later of January 31, 2024 or the date that is 14 days following receipt of certain diligence materials by the parties, or the Proposed Transaction is not completed by July 31, 2024, unless otherwise agreed to by the parties. Upon entering into the Definitive Agreement, Liquid Meta will issue a subsequent news release containing the details of the Definitive Agreement.

In addition, it is anticipated that each of Patica Corporation, a company beneficially owned and controlled by David Prussky, a director of the Company, and ON Partners will be entitled to receive a finder's fee payable by Cellview immediately following closing of the Proposed Transaction pursuant to finder's fee arrangements between each of the parties and Cellview. It is anticipated that the finder's fees will be settled in shares of the Resulting Issuer following completion of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, the parties entering into a Definitive Agreement, Liquid Meta having a minimum amount of cash on closing of the Proposed Transaction, receipt of all required shareholder, regulatory, and other approvals and the Subsequent Financing being in a position to be completed concurrent with or immediately after the completion of the Proposed Transaction. There can be no assurance that the Proposed Transaction or the Subsequent Financing will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the information circular or listing statement to be prepared in connection with the Proposed Transaction, as applicable, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Proposed Transaction and listing of the Resulting Issuer is subject to review by the Exchange and conditional approval has not yet been granted.

About Cellview

Cellview Imaging is a medical device company focused on the development of innovative ultra-widefield retinal imaging technology. Cellview envisions a world where cutting-edge retinal imaging technology is accessible to all, ensuring early detection and the prevention of ocular diseases. With a commitment to excellence, Cellview strives to revolutionize the eye care industry by providing advanced and affordable solutions that empower healthcare professionals and elevate patient outcomes. Cellview believes that by combining the newest technological advancements with affordability, Cellview can make a meaningful impact on global eye health and redefine the landscape of vision care.

For further information contact:

Cellview Imaging Inc.
Rishard Weitz, Chief Executive Officer
Email: [email protected]

About Liquid Meta

Prior to discontinuing its operations, Liquid Meta was a DeFi and Web3 focused company developing best-in-class technology and operational expertise allowing it to build a scaled business within proof-of-stake based networks. Liquid Meta was focused on liquidity mining operations and planned to build proprietary software and tools to access, automate, and scale operations within the fast-growing DeFi segment of the blockchain industry.

For further information contact:

Liquid Meta Capital Holdings Ltd.
Jonathan Wiesblatt, Chief Executive Officer
Email: [email protected]

The Exchange has not in any way passed upon the merits of the Proposed Transaction 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 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) the Company and Cellview entering into the Definitive Agreement in connection with the Proposed Transaction and the timing thereof; (ii) expectations regarding whether the Proposed Transaction will be consummated and the conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all; (iii) expectations regarding the Subsequent Financing and the terms and timing thereof; (iv) completion of the name change of the Company; (v) the business plans and expectations of the Resulting Issuer; (vi) expectations related to the payment of finder's fees in connection with the completion of the Proposed Transaction; (vii) expectations regarding the Third-Party Bridge Loan and the timing thereof, if at all; (viii) expectations regarding the Additional Bridge Loan and the timing thereof, if at all; and (ix) 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, Cellview 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, 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 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 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: entering into of the Definitive Agreement in connection with the Proposed Transaction; completion of the Proposed Transaction as contemplated or at all; completion of the Subsequent Financing; satisfying the conditions precedent and covenants in connection with the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals of the Proposed Transaction; satisfying the requirements of the Exchange with respect to the Proposed Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this news release. Although Liquid Meta has 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, Liquid Meta disclaims 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.

SOURCE Liquid Meta Capital Holdings Ltd