Liquid Media Group Ltd. (NasdaqCM:YVR) signed a letter of intent to acquire Digital Cinema United Holding Ltd. for $6.9 million on August 4, 2021. Under the terms of the LOI, Liquid would acquire DCU for up to 3,750,000 shares. 33.33% of the consideration shares will be issued to the shareholders of DCU on closing of the proposed transaction while the remainder will be issued based on DCU achieving certain revenue targets over a five year period. As of February 11, 2022, Liquid Media Group Ltd. executed a definitive agreement to acquire Digital Cinema United Holding Ltd. Under the terms of the definitive agreement, Liquid will acquire DCU for $11.25 million payable in common shares of Liquid, which are scheduled to be paid out to DCU investors across specific performance milestones in three tranches. The first tranche of consideration shares is payable on closing and will consist of $3,750,000 in common shares of Liquid at a price per share of the greater of $1.25 or the five-day Volume Weighted Average Price of Liquid common shares immediately prior to closing. The two remaining milestones will be triggered by DCU generating revenues totaling more than $15 million over a period of up to five years with the corresponding consideration shares being issued at share prices reflecting then-current share price levels (but not less than $1.25/share), under a formula intended to arrive at an average issue price across the entire transaction of $2.00 per Liquid common share. In connection with the transaction, in August 2021, Liquid Media Group Ltd. entered into a Loan Agreement with DCU whereby Liquid Media Group Ltd. will advance $1.1 million to DCU. Final terms of the acquisition will be negotiated and memorialized in binding and definitive documentation to be entered into at or prior to closing. Completion of the acquisition is subject to customary due diligence, documentation provisions and any necessary share issuance requirements and approvals. As of February 11, 2022, the closing is expected to be completed in the coming weeks.

Liquid Media Group Ltd. (NasdaqCM:YVR) completed the acquisition of Digital Cinema United Holding Ltd. for $11.25 million on March 7, 2022. On closing of the transaction 3 million common shares of Liquid along with Additional Shares upon DCU achieving cumulative consolidated revenues of $4.75 million before the fifth anniversary of the closing date (“DCU First Milepost”) – greater of (i) 750,000 common shares of Liquid and (ii) 3,750,000 divided by a per share price of the greater of $1.25 or the five-day Volume Weighted Average Price of Liquid common shares immediately prior to the achievement of the First Milepost. Upon DCU achieving cumulative consolidated revenues of $10,287,000 (“DCU Second Milepost”) after the DCU First Milepost but before the fifth anniversary of the closing date; - the greater of (i) 3,750,000 divided by (A) the greater of $1.25 or (B) the five-day Volume Weighted Average Price of Liquid common shares immediately prior to the achievement of the DCU First Milepost; and (ii) 5,625,000, less (A) 3,000,000 and (B) the number of Issuer Additional Shares issued on achievement of the First Milepost.