Liquid Meta and STREAMSIX Enter into Business Combination Agreement

Toronto, Ontario–(Newsfile Corp. – January 30, 2026) – Liquid Meta Capital Holdings Ltd. (Cboe CA: LIQD) (FSE: N5F) (OTC Pink: LIQQF) (“Liquid Meta“) and STREAMSIX Inc., a private entertainment technology company, based in Toronto, Canada, are pleased to announce that, further to the press release issued on June 24, 2025, they have entered into a business combination agreement dated January 12, 2026, with an effective date of January 1, 2026 (the “Definitive Agreement“) which outlines the terms and conditions pursuant to which Liquid Meta and STREAMSIX will complete a transaction that will result in a reverse takeover of Liquid Meta by the shareholders of STREAMSIX (the “Transaction“) by way of a three-cornered amalgamation between Liquid Meta, STREAMSIX and a wholly-owned subsidiary of Liquid Meta (the “Amalgamation“). Upon completion of the Transaction, it is the intention of the parties that the resulting company after the completion of the Transaction (the “Resulting Issuer“) will continue to carry on the business of STREAMSIX.

In addition, pursuant to the terms of the letter of intent entered into between Liquid Meta and STREAMSIX dated June 23, 2025, concurrently with the execution of the Definitive Agreement, Liquid Meta subscribed for the second tranche of Senior Class A preferred shares of STREAMSIX (the “STREAMSIX Pref Shares“) in the amount of US$1,000,000 (the “Liquid Meta Subscription“). The STREAMSIX Pref Shares are redeemable, retractable and are convertible into common shares in the capital of STREAMSIX (the “STREAMSIX Shares“) in certain circumstances. The STREAMSIX Pref Shares rank senior to all existing preferred shares of STREAMSIX and entitle the holder to dividends at the simple interest rate per year of fifteen percent (15%). STREAMSIX will use the proceeds of the Liquid Meta Subscription to fund working capital and other business development initiatives and to repay existing liabilities.

The Transaction

Prior to the completion of the Transaction, Liquid Meta will: (i) effect a consolidation of all of the outstanding common shares in the capital of Liquid Meta (the “Liquid Meta Shares“) on a 3.28843476 to 1 basis (subject to adjustment in accordance with the terms of the Definitive Agreement) (the “Consolidation“), resulting in an aggregate of approximately 16,371,693 post-Consolidation Liquid Meta Shares outstanding; (ii) effect a name change pursuant to which it will change its name to “STREAMSIX Holdings Inc.” or such other name as determined by STREAMSIX (the “Name Change“); (iii) if required, duly convene a special meeting of the shareholders of Liquid Meta (the “Liquid Meta Shareholders“), at which the Liquid Meta Shareholders will be asked to approve the Consolidation, the Name Change and an equity incentive compensation plan for the Resulting Issuer; and (iv) seek approval of the Liquid Meta Shareholders for the Amalgamation by consent if required pursuant to the policies of the applicable stock exchange on which the Resulting Issuer Shares are to be listed.

In accordance with the Definitive Agreement, certain directors, officers and shareholders of Liquid Meta shall deliver irrevocable voting and support agreements stipulating, among other things, that they will vote their Liquid Meta Shares (or otherwise cause their Liquid Meta Shares to be voted) in favour of the Transaction and all matters related thereto, except where Liquid Meta terminates the Definitive Agreement pursuant to the terms thereof.

Pursuant to the Definitive Agreement, in connection with the Transaction, the holders of STREAMSIX Shares, immediately prior to the effective time of the of the Amalgamation, will receive 1.43081987 post-Consolidation Liquid Meta Shares (the “Resulting Issuer Shares“) in exchange for each STREAMSIX Share held. Upon completion of the Transaction and without giving effect to the Concurrent Financing (described below), the Liquid Meta Shareholders will hold approximately 16,371,693 Resulting Issuer Shares (approximately 25% of the total issued and outstanding shares, subject to adjustment in accordance with the terms of the Definitive Agreement) and the shareholders of STREAMSIX will hold approximately 50,000,000 Resulting Issuer Shares (approximately 75% of the total issued and outstanding shares, subject to adjustment in accordance with the terms of the Definitive Agreement).

In addition to the foregoing, the former holders of Liquid Meta securities convertible into Liquid Meta Shares will hold securities entitling them to acquire up to an additional 427,875 Resulting Issuer Shares (subject to adjustment in accordance with the terms of the Definitive Agreement) and the former holders of STREAMSIX securities convertible into STREAMSIX Shares will receive securities entitling them to acquire up to an additional 3,162,112 Resulting Issuer Shares (excluding stock options to be issued after the date hereof, and contractual agreements to issue shares.

The parties intend to apply to list the Resulting Issuer Shares on a recognized Canadian stock exchange (the “Exchange“), subject to the Resulting Issuer meeting all applicable listing requirements and the approval of the applicable exchange. No assurance can be given that such approval will be obtained.

Completion of the Transaction is subject to a number of conditions precedent, including but not limited to, receipt of all required Exchange, shareholder, regulatory, and other approvals, and the Consolidation and Name Change having been implemented. The Proposed Transaction and listing of the Resulting Issuer will be subject to review by the Exchange and conditional approval has not yet been granted.

Directors and Officers of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the current directors and officers of Liquid Meta will resign and that the management team of the Resulting Issuer following the completion of the Transaction will be comprised of Oren Rosen (Chief Executive Officer) and Gidon Kerbel (Chief Financial Officer). It is anticipated that following the completion of the Transaction, the Resulting Issuer’s board of directors will consist of four directors, being Oren Rosen, Maurice Kagan, Menashe Kestenbaum and Michael Ostfield. Rosen commented, “This milestone represents an exciting opportunity to strengthen our market position and accelerate growth in the entertainment sector.” Biographical details for the proposed directors and officers will be included in the listing statement to be filed in connection with the Transaction.

Finder’s Fees

In connection with the Transaction, STREAMSIX has agreed to pay certain arm’s-length finders an aggregate finder’s fee up to a maximum of C$100,000 as a finder’s fee. Such fee is to be satisfied upon closing of the Transaction.

About Liquid Meta

Prior to discontinuing its operations, Liquid Meta was a DeFi and Web3 focused company developing best-in-class technology and operational expertise allowing it to build a scaled business within proof-of-stake based networks. Liquid Meta was focused on liquidity mining operations and planned to build proprietary software and tools to access, automate, and scale operations within the fast-growing DeFi segment of the blockchain industry.

About STREAMSIX

STREAMSIX is a global provider of shared play entertainment. Through its consumer-facing brands, TimePlay and Geeks Who Drink, STREAMSIX delivers thousands of interactive events each year, bringing people together through trivia, bingo, and iconic games shows.

All information contained in this news release with respect to STREAMSIX (including the proposed directors and officers of the Resulting Issuer) and Liquid Meta was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward Looking Information

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, without limitation, statements regarding the plans, intentions, beliefs and current expectations of STREAMSIX and Liquid Meta with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) expectations regarding whether the Transaction will be consummated including whether the conditions to the consummation of the Transaction or the listing will be satisfied; (b) the timing for completing the Transaction, if at all, and the size and conditions to such transaction; (c) expectations for other economic, business, and/or competitive factors; and (d) the expected ratio for the Consolidation.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect STREAMSIX and Liquid Meta’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although STREAMSIX and Liquid Meta believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of STREAMSIX and Liquid Meta and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although STREAMSIX and Liquid Meta have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. STREAMSIX and Liquid Meta do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Completion of the Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or listing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Liquid Meta should be considered highly speculative.

No Exchange has in any way passed upon the merits of the Transaction and no Exchange has approved nor disapproved the contents of this press release.

Not for distribution to U.S. news wire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282287

COMTEX_472642835/2523/2026-01-30T19:12:01