Looking Glass Labs Ltd LGL Completes GenZeroes & GenX Smart Contract Sale
March 31 2023 - 2:00AM
UK Regulatory
TIDMNFTX
LOOKING GLASS LABS LTD.
N E W S R E L E A S E
LGL Completes GenZeroes & GenX Smart Contract Sale
Vancouver, British Columbia - March 30, 2023 / Globe Newswire / - Looking Glass
Labs Ltd. ("LGL" or the "Company") (NEO: NFTX) (AQSE: NFTX) (OTC: LGSLF) (FRA:
H1N), a leading Web3 platform specialising in immersive metaverse environments,
play-to-earn tokenisation and blockchain monetisation strategies, announces
that, further to its announcement on March 20, 2023, the Company has completed
the sale (the "Transaction") of its subsidiary, GenZeroes Productions Inc. ("
GenZeroes"), the GenX smart contract ("GenX") and all associated intellectual
property (the "Related IP") (collectively, the "Assets"), to GZU Entertainment
Inc.[i] (the "Purchaser").
The Purchaser's team is led by Aleks Paunovic, an actor and producer as well as
a cast member of GenZeroes; Rick Dugdale, a director and producer, and founder
of Enderby Entertainment; and Neil Stevenson-Moore, the Chief Product Officer
of LGL. Concurrent with the closing of the proposed sale of the Assets, Neil
Stevenson-Moore has resigned from the Company to focus on developing GenZeroes
as a member of the Purchaser's team.
GenZeroes is the owner and producer of a live-action series consisting of
live-action episodes and comics in the science fiction genre, with lore that
includes references to the GenX collection (a collection of robot characters
created by artists). The live-action series may be viewed at the following
link: https://genzeroes.com/. The GenX smart contract stores the data
representing the approximately 10,000 robot character avatars.
As the new owner of the Assets, the Purchaser intends to leverage the
experience of its leadership team to further develop GenZeroes and also explore
opportunities to monetize the other Assets in the film and entertainment
industries. Based on the Purchaser's strong relationships within the
aforementioned sectors, it is viewed by LGL management as being well positioned
to maximize the value of GenZeroes and GenX for the mutual benefit of the
Purchaser, the Company as well as the respective GenZeroes and GenX
communities.
As consideration for the Assets the Company received a promissory note (the "
Note") for CA$800,000 bearing an interest rate of base rate plus 1% and a
five-year term to maturity, with the option by the Purchaser to extend the term
for an additional five years. The Company shall also retain a 50% royalty in
perpetuity on all net proceeds from the content owned by the entity GenZeroes
Productions Inc., which relates to the already completed first season of the
GenZeroes series. The Note shall be secured against the shares of GenZeroes
Productions Inc. and the Related IP. As a condition of closing the Transaction,
the Purchaser has also granted to the Company a non-exclusive and royalty-free
license (the "IP License") to use the GenX collection's intellectual property
for its metaverse product branded as Pocket Dimension and video game branded as
Overlords. The term of the IP License is for a period from the closing date
until the Note is fully paid.
Related Party Transaction
Due to Neil Stevenson-Moore's position as an officer of the Company and
position as shareholder of the Purchaser, the Board determined that the
purchase of the Assets by the Purchaser and the Transactions may constitute a
"related party transaction" under Multilateral Instrument 61-10 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). The Company is
relying on exemptions from the formal valuation and minority approval
requirements of MI 61-101, specifically: (i) the valuation requirement of MI
61-101 by virtue of the exemption contained in Section 5.5(a), as the fair
market value of the Transactions does not exceed 25% of the Company's market
capitalization (as determined under MI 61-101), and (ii) the minority
shareholder approval requirement of MI 61-101 by virtue of the exemption
contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the
Transactions does not exceed 25% of the Company's market capitalization (as
determined under MI 61-101).
In addition, the Transaction constitutes a related party transaction under Rule
4.6 of the AQSE Growth Market Access Rulebook. The Directors of the Company,
consider that having exercised reasonable care, skill and diligence, the
related party transaction is fair and reasonable as far as the shareholders of
LGL are concerned.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed
in accordance with the Company's obligations under Article 17 of MAR.
- Ends -
The Directors of Looking Glass Labs take responsibility for this announcement.
"Dorian Banks"
Dorian Banks, Chief Executive Officer
Twitter: @DorianBanks
For further information, please contact:
Dorian Banks
Toll-Free: +1 833 LGL-NFTX (833-545-6389)
Email: info@lgl.io
Twitter: @LGL_io
Website: https://www.lgl.io/
Novum Securities Limited, AQSE Corporate Adviser
David Coffman/ George Duxberry
Tel: +44 (0)207 399 9400
ABOUT LOOKING GLASS LABS
Headquartered in Vancouver, British Columbia, LGL is a leading Web3 innovation
platform specializing in consumer engagement applications to leverage immersive
metaverse environments, play-to-earn tokenization and blockchain monetization
strategies. Its leading brand, House of Kibaa ("HoK"), designs and curates a
next generation metaverse for 3D assets, which allows functional art and
collectibles to exist simultaneously across different NFT blockchain
environments.
To view LGL's current investor presentation, please visit https://www.lgl.io/
investors.
To join LGL's mailing list, please subscribe via the following link: https://
www.lgl.io/contact-us.
Forward-Looking Information
This news release contains "forward-looking statements." Statements in this
news release that are not purely historical are forward-looking statements and
include any statements regarding beliefs, plans, expectations, or intentions
regarding the future. Such forward-looking statements include, among other
things: the Transaction, the sale of the Assets to the Purchaser and expected
results of the Transaction, the expected benefits of the Transaction to the
GenZeroes and GenX communities, the continued development of Pocket Dimension,
development of immersive metaverse environments, play-to-earn tokenization and
blockchain monetization strategies; pursuing partnerships to monetize
blockchain and Web3 opportunities; and the near-term projects and future
projects.
The material assumptions supporting these forward-looking statements include,
among others, that: the Company could mitigate the risks associated with the
blockchain and NFT industry; the ability to compete with other businesses in
the NFT market; the availability of sufficient funding to carry out the
Company's business development plans; favourable market conditions; the ability
of HoK to sell all or substantially all of its product offerings; and the
market acceptance for its products.
Although management considers these assumptions to be reasonable based on
information currently available to it, they may prove to be incorrect. These
forward-looking statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including: the continued growth and
adoption of NFT and metaverse offerings by the consumer market; the cost of
developing and designing NFTs and metaverses is economically viable; the
Company being able to attract and retain a sufficient workforce with desired
skillsets to develop the Company's NFT and metaverse offerings; the
availability of offerings provided by third-parties in the NFT, metaverse
development and online gaming market to identify potential transactions; the
increasing adoption of NFTs as a solution for various online gaming,
entertainment and collectible uses; the Company having the ability to mitigate
the risks associated with the blockchain and NFT industry; and the ability to
compete with other businesses in the NFT, metaverse development, content
creation and collectibles market.
Although management considers these assumptions to be reasonable based on
information currently available to it, they may prove to be incorrect. These
forward-looking statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including: the risk that the Company's
offerings are not accepted by the consumer, the risk that other competitors may
offer similar digital offerings; the risk that there may be negative changes in
general economic and business conditions; the risk that the Company may have
negative operating cash flow and not enough capital to complete the development
of any of its technologies; the risk that the Company may not be able to obtain
additional financing as necessary; the risk that there may be increases in
capital and operating costs; the risk that the NFT technology may be subject to
fraud and other failures; the risk that there may be technological changes and
developments in the blockchain that make the NFT solutions obsolete; risks
relating to regulatory changes or actions which may impede the development or
operation of the blockchain solutions; the risk that other competitors may
release similar blockchain offerings; the potential future unviability of the
NFT market in general; the volatile cost of the amount of computational effort
required to execute specific operations on the blockchain, and other general
risks involved in the blockchain solutions.
Risks and uncertainties about the Company's business are more fully discussed
in the Company's disclosure materials, including its reports filed with the
Canadian securities regulators and which can be obtained from www.sedar.com.
Any of these risks may cause the Company's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements. Further, although the Company has attempted to
identify factors that could cause actual results, levels of activity,
performance or achievements to differ materially from those described in
forward-looking statements, there may be other factors that cause results,
levels of activity, performance or achievements not to be as anticipated,
estimated or intended. These forward-looking statements are made as of the date
of this news release, and the Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements, except as
required by applicable law, including the securities laws of the United States
and Canada. Although the Company believes that any beliefs, plans, expectations
and intentions contained in this news release are reasonable, there can be no
assurance that any such beliefs, plans, expectations or intentions will prove
to be accurate. The Company does not assume any liability for disclosure
relating to any other company mentioned herein.
SOURCE: LOOKING GLASS LABS LTD.
[i] The Purchaser's name was incorrectly referred to as GenZeroes Universe Inc.
in the March 20, 2023 news release.
END
(END) Dow Jones Newswires
March 31, 2023 02:00 ET (06:00 GMT)