LIQUID META ENTERS INTO LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION TRANSACTION

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, June 24, 2025 /CNW/ - Liquid Meta Capital Holdings Ltd. ("Liquid Meta" or the "Company") announces that it has entered into a binding letter of intent (the "LOI") with a private entertainment technology company, based in Toronto, Canada ("EnTech Co") to effect an arm's length transaction that will result in a business combination between the parties (the "Proposed Transaction") to ultimately form the business of the resulting issuer (the "Resulting Issuer"). Following the completion of the Proposed Transaction, it is intended that the Resulting Issuer will carry on the business currently carried on by EnTech Co and Liquid Meta shall apply to list the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on a stock exchange in Canada (the "Exchange"). Due to the highly sensitive and confidential nature of the discussions between the parties and the competitive environment in which EnTech Co operates, disclosure of the name of EnTech Co will be made as soon as possible following the execution of the Definitive Agreement (as defined below). 

Pursuant to the terms of the LOI, it is intended that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, business combination, plan of arrangement or such other transaction structure as will result in EnTech Co 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, accounting and securities law advice and will be agreed to pursuant to a 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 (the "Liquid Meta Shares") issued and outstanding, as well as 970,000 stock options (the "Liquid Meta Stock Options") and 437,044 common share purchase warrants (the "Liquid Meta Warrants") of Liquid Meta. Pursuant to the LOI, the holders of the issued and outstanding shares of EnTech Co ("EnTech Co Shares") will receive such number of Liquid Meta Shares for each EnTech Co Share held such that upon completion of the Proposed Transaction, shareholders of EnTech Co will hold approximately 75% of the issued and outstanding Resulting Issuer Shares (the "Exchange Ratio") and the existing shareholders of Liquid Meta shall hold approximately 25% of the issued and outstanding Resulting Issuer Shares, subject to adjustment in certain circumstances.

The Liquid Meta Shares, the Liquid Meta Stock Options and the Liquid Meta Warrants will be consolidated prior to the completion of the Proposed Transaction (the "Consolidation") in order to give effect to the Exchange Ratio. Additionally, it is anticipated that all securities convertible, exercisable or exchangeable for EnTech Co 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. In connection with the Proposed Transaction, it is anticipated that all post-Consolidation Liquid Meta Stock Options and Liquid Meta Warrants will remain in effect on substantially the same terms, subject to customary anti-dilution adjustments in accordance with the terms thereof. In connection with the Proposed Transaction, and subject to receipt of applicable approvals, Liquid Meta will effect a name change to such name as may be determined by EnTech Co (the "Name Change").

In connection with the execution of the LOI, the Company has agreed to subscribe for such number of Senior Class A preferred shares of EnTech Co (the "EnTech Co Pref Shares") at a price per EnTech Co Pref Share to be determined, for an aggregate subscription amount of US$2,000,000 (the "LM Pref Subscription"). Liquid Meta will subscribe for the initial closing (the "Tranche 1 Closing") of the EnTech Co Pref Shares in the amount of US$1,000,000 as soon as reasonably practical following the execution of the LOI. Liquid Meta will subscribe for the second tranche of EnTech Co Pref Shares, in the amount of US$1,000,000, concurrently with the execution of the Definitive Agreement. The EnTech Co Pref Shares are redeemable, retractable and are convertible into EnTech Co Shares in certain circumstances. The EnTech Co Pref Shares rank senior to all existing preferred shares of EnTech Co and entitle the holder to dividends at the simple interest rate per year of fifteen percent (15%).

EnTech Co will use the proceeds of the LM Pref Subscription to fund working capital and other business development initiatives and to repay existing liabilities. Prior to the completion of the Proposed Transaction, the EnTech Co Pref Shares will be capitalized or consolidated as part of the capital structure assumed by the Resulting Issuer.

In connection with the execution of the LOI, certain directors, officers and shareholders of Liquid Meta will deliver irrevocable voting and support agreements stipulating, among other things, that they will vote their Liquid Meta Shares (or otherwise cause their Liquid Meta Shares to be voted) in favour of the Proposed Transaction, the Name Change and such other matters as EnTech Co and Liquid Meta may deem necessary or advisable, except where Liquid Meta terminates the LOI or the Definitive Agreement pursuant to the terms thereof, as the case may be.

The obligations of Liquid Meta and EnTech Co pursuant to the LOI will terminate in certain specified circumstances, including in the event that the Definitive Agreement is not entered into on or before the ninetieth (90^th) day following the Tranche 1 Closing, or the Proposed Transaction is not completed by December 31, 2025, 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 certain finder's fees will be payable by EnTech Co immediately following closing of the Proposed Transaction pursuant to finder's fee arrangements between certain parties and EnTech Co. Pursuant to the LOI, the finder's fees payable by EnTech Co in connection with the Proposed Transaction will be subject to a maximum amount of $100,000.00.

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, receipt of all required shareholder, regulatory, and other approvals, and the Consolidation and Name Change having been implemented. There can be no assurance that the Proposed Transaction 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.

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

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.

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 EnTech Co 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 LM Pref Subscription and the terms and timing thereof; (iv) completion of the Name Change; (v) completion of the Consolidation; (vi) the business plans and expectations of the Resulting Issuer; (vii) expectations related to the payment of finder's fees in connection with the completion of the Proposed Transaction; (viii) expectations related to the listing of the Resulting Issuer Shares on the Exchange; 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, EnTech Co 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 LM Pref Subscription; completion of the Name Change; completion of the Consolidation; 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.

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