Early Warning Report Issued Pursuant to National Instrument 62103 Acquisition of Shares of LiveReel Media Corporation

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, March 10, 2015 /CNW/ - This press release is being disseminated as required by National Instrument 62103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of LiveReel Media Corporation (OTC:LVRLF.PK) (the "Company") securities by each of GraySim Family Trust ("GraySim") and 2364201 Ontario Corp. ("2364201"), of 85 Coleridge Ave., Toronto, Ontario, M4C 4H6 and 510E-500 Queens Quay West, Toronto, Ontario, M5V 3K8.

GraySim, together with other third parties, entered into a stock purchase agreement with Difference Capital Financial Inc. ("Difference Capital"), an arms-length party, whereby the GraySim acquired 5,895,046 common shares in the capital of the Company.  The purchase price paid for the shares was for nominal consideration of $1.00 in aggregate, which amount on a per share basis was well below the closing market price on the date preceding the trades.  GraySim and its joint actors beneficially own 17,757,408 common shares in the capital of the Company, representing approximately 75.5% of the issued and outstanding voting securities of the Company on a fullydiluted basis. 

2364201, together with other third parties, entered into a stock purchase agreement with Difference Capital, an arms-length party, whereby the 2364201 acquired 5,895,046 common shares in the capital of the Company.  The purchase price paid for the shares was for nominal consideration of $1.00 in aggregate, which amount on a per share basis was well below the closing market price on the date preceding the trades.  2364201 and its joint actors beneficially own 10,040,028 common shares in the capital of the Company, representing approximately 42.5% of the issued and outstanding voting securities of the Company on a fullydiluted basis. 

This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 100.1(1) of the Act.  The securities were acquired for investment purposes and each of GraySim and 2364201 may increase or decrease its beneficial ownership or control depending on market or other conditions.

A copy of the Early Warning Report may be found on www.SEDAR.com.

SOURCE LiveReel Media Corporation

For further information: Michael Connell, Trustee of GraySim Family Trust, (416) 456-4154; Ashish Kapoor, Director, 2364201 Ontario Corp., (416) 523-3350

RELATED LINKS
WWW.LIVEREELMEDIA.COM

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