Liquid Nutrition Group Inc. (LQD:TSXV) is pleased to announce that it has closed its previously-announced (see news release dated January 17, 2013) private placement of 5% unsecured convertible debentures due December 31, 2013 (the “Debentures”) in the aggregate principal amount of $1,320,000 (the "Offering"), $1 million of which has been subscribed for by a company controlled by Mr. David Bellisario, the new Chief Operating Officer of the Corporation and $20,000 of which has been subscribed for by Darren Stark, Director of the Corporation. The Debentures are convertible into common shares of Liquid Nutrition (the “Shares”) at a conversion rate of $0.80 per share. The Debentures are unsecured. Liquid Nutrition did not pay any commission or finder’s fee in connection with the closing of the Offering.
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the subscription by Mr. Bellisario and Mr. Stark 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.
As required by applicable securities legislation, the Debentures, as well as any common shares issuable upon the conversion thereof, are subject to a hold period expiring on May 29, 2013.
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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.