Liquid Avatar Technologies Announces Non-Brokered Private Placement Financing for Up To $1.0 Million

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TORONTO, ON / ACCESSWIRE / June 24, 2022 / Liquid Avatar Technologies Inc. (CSE:LQID/OTCQB:LQAVF/FRA:4T51), a global blockchain and FinTech solutions company focused on digital identity, integrated avatars, and the Metaverse, announces a best efforts, non-brokered private placement of units of the Company (the "Units") at price of $0.05 per Unit (the "Offering Price") for gross proceeds of up to $1,000,000 (the "Offering"), for which the company has already received select expressions of interest.

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Each Unit will be comprised of once common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share (a "Warrant Share") at price of $0.10 per Warrant Share, for a period of 36 months from the closing of the Offering. Insiders may participate in the offering.

The Company intends to use the proceeds raised under the Offering for working capital and general corporate purposes.

The securities to be issued under the Offering will be offered by way of a private placement in each of the provinces of Canada, and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The Units to be issued under the Offering will have a hold period of four months and one day from Closing.

The Offering is expected to close on or about July 5, 2022 or on such earlier date at the sole discretion of the Company, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals.

In connection with the Offering, the Company may pay a finder's fee in respect of subscribers introduced to the Corporation by an eligible finder of cash up to 7% of the value of the Units subscribed for and finder's warrants to acquire the number of Common Shares equal to up to 7% of the number of Units subscribed for, which warrants will be exercisable to acquire one Common Share at price of $0.10 per share, for a period of 36 months from the closing of the Offering ,

Insiders of the Company may participate in the Offering. Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Offering constitutes a "related party transaction" to the extent that insiders of the Company subscribe for Units. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Common Shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of all the Units that may be issued will not exceed 25% of the Company's market capitalization (as determined under MI 61-101). A material change report is not expected to be filed by the Company at least 21 days before the closing of the Offering, as the Company is seeking to close. In the view of the Company, this approach is reasonable in the circumstances.