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Looking Glass Labs Ltd. (“LGL” or the “Company”) (NEO: NFTX) (FRA: H1N), a leading Web3 platform specializing in non-fungible token (“NFT“) architecture, immersive metaverse environments, play-to-earn tokenization, and virtual asset royalty streams, is pleased to announce it has entered into a letter of intent (“LOI“) to acquire the Development Division of LACA Solutions Corporation (“LACA“). The Development Division contains certain proprietary technologies and intellectual property, as well as the employment contracts of 13 talented individuals equipped with over 140 years of combined experience in gaming, programming and Web3 applications. Upon closing of the acquisition, the Development Division is intended to become the foundation of LGL’s new base of operations in Vietnam, which is one of the world’s leading jurisdictions for NFT, metaverse and play-to-earn (“P2E“) gaming development.

Founded in 2017 by Son Nguyen in Ho Chi Minh City, Vietnam, LACA works with clients in a variety of industries including blockchain, gaming, software outsourcing, payment processing, loyalty reward programs as well as customer promotion services. With extensive experience working in the US, Japan. the EU, and Singapore, LACA develop a roster of notable local and international clients. LACA’s Founder and CEO, Son Nguyen, has more than 20 years of experience in the information technology industry. His partner, Tin Nguyen, is based in Georgia, USA, is a strategic member of LACA’s board with 20 years of experience focused primarily on product and enterprise development.

Transaction Rationale

Company management views the intended acquisition as being both strategic and accretive from a human capital perspective, as the ability to quickly add talent and experience in the rapidly evolving Web3, NFT and P2E gaming industries is a competitive advantage for growth that is expected to benefit customers, shareholders and other stakeholders alike. From an organizational design perspective, the Company is planning for the Development Division to fall under its wholly owned subsidiary and flagship studio, House of Kibaa (“HoK“).

The Development Division will be focused on assisting HoK with Unreal Engine gaming, Web3 development as well as front-end and back-end web programming. Specifically, a redemption portal is being targeted as the Development Division’s nearest term project, which is being planned to include: a front-end launcher; and local database systems for internal assets and games. Future projects are also expected to include the creation of avatar systems, NFT renting contracts, user-friendly NFT minting tools, treasure box systems, HTML5 integration and testing for HoK’s Origin metaverse, game development services for third parties and other research and development projects for the Company.

Further, the Company is pleased to announce that it is in the process of establishing a corporate office in  Ho Chi Minh City, Vietnam which  intended to function as LGL’s APAC Web3 Campus (pictured below in the form of an architectural rendering):

The consideration payable for LGL’s acquisition of LACA’s Development Division shall consist of up to CAD 500,000 cash and up to CAD 1 million in common shares in the capital of LGL, payable as follows:

  • CAD 50,000 cash payable within 10 days from the date of acceptance of the LOI by LACA;
  • CAD 50,000 cash upon the execution of the formal and binding transaction agreement (“Definitive Agreement“);
  • CAD 100,000 cash upon the successful transfer of the employment of the 13 individuals within the Development Division to LGL or an affiliate of LGL;
  • CAD 100,000 cash within 90 days from the Development Division achieving certain milestones mutually agreed to between the parties, as further set out in the Definitive Agreement;
  • CAD 200,000 cash within 120 days from the Development Division achieving certain milestones mutually agreed to between the parties, as further set out in the Definitive Agreement;
  • CAD 500,000 of common shares in the capital of LGL upon the Development Division achieving certain milestones in connection with a launch of an HoK token; and
  • CAD 500,000 of common shares upon the Development Division achieving certain milestones in connection with the alpha launch of HoK’s metaverse and subsequent virtual land sales.

The issuance of any common shares of LGL as contemplated in the LOI remains subject to a Definitive Agreement and approval from the Neo Exchange.

Management Commentary

Dorian Banks, Chief Executive Officer of LGL said, “Acquiring the development division of LACA is strategic for LGL as it marks our first purchase of assets overseas. We are optimistic that the transaction of operations in Vietnam will only help us achieve our goals as a company.” Mr. Banks added, “The HoK VN Studio is a project that LGL is excited about, and to have LACA onboard and working with us is encouraging.”

Service Provider Engagement

The Company also announces that it has engaged MarketSmart Communications Inc. (“MarketSmart”), an arm’s length party to the Company, to provide investor relations services and the management of the Company’s social media channels (collectively, the “Services”) for an initial period of six (6) months with the option to renew at the Company’s election. The Company has agreed to pay to MarketSmart CAD 9,500 plus GST per month for the Services. In addition to the monthly retainer, the Company has granted to MarketSmart an aggregate of 100,000 stock options (each an “Option”), each Option is exercisable to purchase one (1) common share in the capital of the Company at CAD 0.76 per common share for a period of two (2) years and shall vest in one-third (1/3) tranches over a period of 18 months.

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