Liquid Media Group Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1. |
Name and Address of Issuer
|
Liquid Media Group Ltd. (the
“Issuer”)
33 W. 8th Avenue - Unit 101
Vancouver, BC
V5Y 1M8
| Item 2. |
Date of Material Change
|
September 25, 2018
A news release announcing the material
change was disseminated on September 25, 2018 and filed on SEDAR (www.sedar.com)
| Item 4. |
Summary of Material Change
|
The Issuer announced it had entered
into an agreement with Throwback Entertainment Inc. (“Throwback”) to
acquire 65 retro video game titles and any copyright, brand rights, name rights,
use rights distribution rights, exploitation rights and intellectual property
associated with the acquired games. Notable game titles acquired include AllStar
Baseball, NFL Quarterback Club, NHL Breakaway, College Slam, Dirt Trax FX and
Kwirk.
As consideration for the acquisitions,
the Issuer will issue Throwback 670,000 common shares at a deemed price of
US1.49 per common share.
| Item 5.1 |
Full Description of Material Change
|
See news release attached as Schedule
“A”
| Item 5.2 |
Disclosure for Restructuring
Transactions |
Not Applicable.
| Item 6. |
Reliance on Subsection 7.1(2) of National
Instrument 51-102 |
Not applicable.
| Item 7. |
Omitted Information |
There are no significant facts
required to be disclosed herein which have been omitted.
| Item 8. |
Executive Officer
|
Daniel Cruz, Director
778 840-4571
September 26, 2018
SCHEDULE “A”
Liquid Media Acquires Collection of 65 Retro Gaming Titles
$1-million acquisition includes 65 hit titles such as NBA
Jam, All Star Baseball, Kwirk
VANCOUVER, BC – September 25, 2018 – Liquid Media Group Ltd.
(Nasdaq: YVR) (“Liquid” or the “Company”) today announced a title acquisition
from Toronto-based Throwback Entertainment Inc. (“Throwback”), which
develops, creates and publishes immersive and interactive gaming titles.
Under the agreement, Liquid acquired the rights and interest in
65 video game titles, including megahit classics All Star Baseball, NFL
Quarterback Club, NHL Breakaway, College Slam, Dirt Trax FX and Kwirk.
“Retro gaming is driving incredible success for the world’s
largest players, like Sony and Nintendo. Sony is gearing up to release a
revamped version of its iconic PlayStation Classic just in time for the holiday
season and Nintendo’s retro consoles have sold millions of units in the
past couple of years,” said Charles Brezer, Director of Liquid Media Group.
“This title acquisition along with our studios' proven 25+ year track record
kicks off Liquid's growth strategy.”
“I grew up playing these games, I can't even imagine how many
quarters I pumped into Bubble Bobble,” said Joshua Jackson, Chairman of Liquid
Media Group. “So many people, myself included, are returning to the classics.
The nostalgia brought on by this resurgence in retro games connects us to our
childhoods – and creates incredible demand.”
Nintendo's NES Classic was June's highest selling hardware in
the US, outselling PS4 and XBOX one even though it was only available on shelves
for a few days.
The title acquisition gives Liquid the opportunity for fast
market penetration with proven titles. In addition to improving graphics and
creating more immersive experiences that build off their predecessors, the
Company expects to remaster the beloved titles for today’s gaming platforms.
Complementing its existing holdings in the gaming sector,
Liquid now also has an expanded content library for cross-media opportunities,
such as video game adaptations for direct-to-video or online movies and local,
national and international TV.
"Liquid is building a potent network of gaming assets to
leverage numerous forms of intellectual media properties", said Daniel Cruz,
Liquid Media’s Chief Financial Officer. “This acquisition advances our strategy
of unifying our publishing, studio, distribution and development subsidiaries
and leveraging industry partnerships to efficiently create and distribute
exciting content to meet the demands of new platforms."
“Liquid Media Group is an emerging leader in forward-thinking
content creation. We are extremely confident that working closely together will
bring success for these titles by treating gamers to fantastic experiences in the future,” said Thomas Maduri, CEO at
Throwback Entertainment.
The deal is valued at approximately US$1-million in an
all-stock transaction of 670,000 restricted shares issued to Throwback at
US$1.49, representing a 60% premium to Liquid’s quoted closing price at closing
on September 24, 2018
About Throwback Entertainment Inc.
Canadian-based Throwback Entertainment Inc. develops, creates
and publishes immersive and interactive gaming titles. Building on the
acquisition of Acclaim Entertainment, Throwback is launching into development of
both known and new intellectual properties. Notable franchises include
Gladiator: Sword of Vengeance™, Extreme-G Racing™, Vexx™, Iggy’s Reckin’ Balls™,
and Trickstyle™.
More info can be found online at
www.throwbackentertainment.com or on Twitter at
twitter.com/ThrowbackCorp.
About Liquid Media Group Ltd.
Liquid Media Group is a media and entertainment company
connecting mature production companies into a vertically integrated global
studio, producing content for all platforms through its network of shared
services.
Additional information is available at
www.LiquidMediaGroup.co or on Twitter at twitter.com/
lqdmdagrp.
Further information:
Daniel Cruz
Liquid Media Group Ltd.
+1 (416) 489-0092
pg@liquidmediagroup.co
Media requests:
Adam Bello
Media & Analyst Relations Manager
Primoris Group Inc.
Office: +1 (416) 489-0092 x 226
media@primorisgroup.com
Forward Looking Statements
This news release
contains certain forward-looking information as defined in applicable securities
laws (referred to herein as "forward-looking statements"). Forward-looking
information is typically identified by words such as: "believe", "expect",
"anticipate", "intend", "estimate", "planned" and similar expressions, or are
those, which, by their nature, refer to future events. These forward-looking
statements reflect the expectations or beliefs of management of the Resulting
Issuer based on information currently available to it. Forward-looking
statements are subject to a number of risks and uncertainties, including those
detailed from time to time in filings made by the Company with securities
regulatory authorities, which may cause actual outcomes to differ materially
from those discussed in the forward-looking statements.
The forward-looking statements and information contained in
this news release are made as of the date hereof and the Company undertakes no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
