TORONTO--()--Liquid Nutrition Group Inc. (“LNGI” or the “Company”) (TSXV: LQD and LQD.WT) today announced that it will conduct, on a non-brokered basis, a private placement of 5% unsecured convertible debentures due December 31, 2013 (the “Debentures”) in the aggregate principal amount of up to $1.5 million (the "Offering"), a minimum of $1 million of which will be subscribed for by a company controlled by Mr. David Bellisario, the new Chief Operating Officer of the corporation. The Debentures shall be convertible into common shares of Liquid Nutrition (the “Shares”) at a conversion rate of $0.80 per share. The Debentures are unsecured, and the Offering is expected to close on or about January 18, 2013.
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the subscription by Mr. Bellisario is a "related party transaction". Liquid Nutrition is exempt from the formal valuation requirement of MI 61-101 in connection with the subscription in reliance on sections 5.5(a) and 5.5(b) of MI 61-101 as the fair market value of the subscription does not exceed 25% of Liquid Nutrition’s market capitalization and no securities of Liquid Nutrition are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock market or a stock exchange outside of Canada and the United States. Additionally, Liquid Nutrition is exempt from obtaining minority shareholder approval in connection with the foregoing subscription in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the subscription does not exceed 25% of Liquid Nutrition’s market capitalization.
The Offering is subject to the approval of the TSX Venture Exchange.
About Liquid Nutrition Group Inc.
Liquid Nutrition Group Inc. (LNGI) (TSXV: LQD and LQD.WT) is a rapidly growing, hybrid retailer of functional beverages, fresh pressed fruit juices, vitamins and supplements. Liquid Nutrition is committed to building a global brand in the health and wellness industry by bringing its healthy and delicious product offering to communities around the world. Through its wholly-owned subsidiary, Liquid Nutrition Franchising Corporation, LNGI has signed franchise agreements for over 80 stores across Canada, as well as license agreement in the Caribbean and the Middle East. For store locations, business opportunities or more information visit www.liquidnutrition.com. Please join Liquid Nutrition on Facebook and follow on Twitter @liquidnutrition.
About Team Liquid
Comprised of pro-athletes and experts in the world of sports, fitness and nutrition, members of Team Liquid were selected based on their personal and professional dedication to healthy active living. Members of the Team Liquid include: Steve Nash; Matt Ryan; Suzann Pettersen; Russell Martin; Vincent Lecavalier; Tora Bright; Elaine Hastings, RD, LD/N, CSSD, Nutritionist; Trish Stratus, seven times WWE World Champion, Yoga Master and Arlene Dickinson, Dragon’s Den CEO. To see what the Team Liquid has to say about Liquid Nutrition, please visit: www.youtube.com/watch?v=da785AGWQqk.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed this release and neither accepts responsibility for the adequacy or accuracy of this release.