TIDMNFXT 
 
[image] 
 
N E W S R E L E A S E 
 
Looking Glass Labs Closes 
 
Private Placement Financing and Debt Settlement 
 
Vancouver, British Columbia - 24 November 2023 / Globe Newswire / - Looking 
Glass Labs Ltd. ("LGL" or the "Company") (NEO: NFTX) (AQSE: NFTX) (OTC: LGSLF) 
(FRA: H1N) is pleased to announce that further to the new releases dated 13 and 
20 November 2023, it has closed a non-brokered private placement offering 
("Offering") of 10,005,000 units (the "Units") at a price of $0.10 per Unit, for 
gross proceeds of $1,000,500. Each Unit will consist of one (1) common share in 
the capital of the Company (each a "Share") and one common share purchase 
warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to 
purchase one (1) additional Share of the Company at an exercise price of $0.10 
for a period of two (2) years from the closing date of the Offering. 
 
The gross proceeds from the Offering will be used by the Company for general 
corporate and working capital purposes. 
 
The Company also advises that its board of directors has approved the settlement 
of $1,000,000 in debt (the "Debt Settlement") through the issuance of 10,000,000 
Units of the Company to arm's length creditors for outstanding promissory notes. 
The Units will be issued on the same terms and conditions as the Offering. The 
Company agreed to satisfy this outstanding indebtedness with Units to preserve 
the Company's cash for working capital. 
 
All securities issued pursuant to the Offering and Debt Settlement will be 
subject to a statutory hold period of four months plus a day from issuance in 
accordance with applicable securities laws. 
 
An application will be made to the Aquis Stock Exchange ("Aquis") for the 
20,005,000 new Shares to be admitted to trading. Admission is expected to take 
place, and dealings on Aquis in the Shares are expected to commence, at 08:00 on 
or around 29 November 2023. 
 
Following Admission, the Company will have 21,990,764 Shares in issue. Since the 
Company currently holds no shares in treasury, the total number of voting rights 
in the Company will therefore be 21,990,764. These figures may therefore be used 
by Shareholders as the denominator for the calculations by which they will 
determine if they are required to notify their interest in, or a change in their 
interest in, the share capital of the Company under the FCA's Disclosure 
Guidance and Transparency Rules. 
 
Closing of the Offering and Debt Settlement has been approved by the NEO 
Exchange Inc., now operating as Cboe Canada (the "Exchange"). Under section 
10.10(1) of the Exchange Listing Manual, the Company must obtain security holder 
approval of the Offering and Debt Settlement since (i) the number of Shares of 
the Company being issued (on a fully diluted basis) constitutes more than 25% of 
the issued and outstanding Shares and (ii) the security price less than the 
Maximum Discount to Market Price (as defined in the Exchange Listing Manuel), 
unless it replies on the exemption under section 10.10(2) of the Exchange 
Listing Manuel. The Company will not seek for security holder approval for the 
completion of Offering and Debt Settlement pursuant to section 10.10(2) of the 
Exchange Listing Manual on the following basis: (i) the Company is in serious 
financial difficulty, (ii) no Related Persons (as defined in the Exchange 
Listing Manual) of the Company is participating in the Offering and Debt 
Settlement; and (iii) the independent directors have determined that the 
Offering and Debt Settlement are in the best interests of the Company, is 
reasonable in the circumstances and that it is not feasible to obtain security 
holder approval or completed a rights offering to existing security holders on 
the same terms. 
 
The Company is currently seeking and will need to secure additional sources of 
working capital to continue 
 
operations. The Company's plan is to actively secure additional sources of 
funds, including possible equity and debt financing options, while at the same 
time focus on exercising careful cost control to sustain operations and, if 
necessary, the Company will curtail spending. Financings are dependent on market 
conditions and there can be no assurance the Company will be able to raise funds 
in the future. As a result of challenging current capital market conditions and 
the Company's business market sector, comprised of blockchain technology, 
metaverse development and nonfungible token product offerings, experiencing 
economic challenges, the Company has had difficulty securing sufficient equity 
funding for working capital. 
 
Under the current circumstances as summarised above, the independent directors 
of the Company, acting in good faith, have determined that the Company is in 
serious financial difficulty, that the Offering and Debt Settlement are designed 
to improve the Company's financial position in the near term and that the terms 
of the Offering and Debt Settlement are reasonable in the Company's 
circumstances. Furthermore, no related parties will be participating in the 
Offering. The Company's independent directors have also determined that a rights 
offering to existing securityholders on the same terms as the Offering would not 
be feasible to complete. 
 
The securities described herein have not been, and will not be, registered under 
the United States Securities Act of 1933, as amended (the "1933 Act"), or any 
state securities laws, and accordingly, may not be offered or sold within the 
United States except in compliance with the registration requirements of the 
1933 Act and applicable state securities requirements or pursuant to exemptions 
therefrom. This news release shall not constitute an offer to sell or the 
solicitation of an offer to buy nor shall there be any sale of the securities in 
the United States or in any other jurisdiction in which such offer, solicitation 
or sale would be unlawful. 
 
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. 
 
The Directors of Looking Glass Labs take responsibility for this announcement. 
 
ABOUT LOOKING GLASS LABS 
 
Headquartered in Vancouver, British Columbia, Looking Glass Labs ("LGL") 
specialises in consumer engagement applications to leverage immersive metaverse 
environments, gamification and Web 3.0 / blockchain monetisation strategies. 
 
On behalf of 
 
LOOKING GLASS LABS LTD. 
 
"Dorian Banks" 
 
Dorian Banks, Chief Executive Officer 
 
For further information, please contact: 
 
Dorian Banks 
 
Toll-Free: +1 833 LGL-NFTX (833-545-6389) 
 
Email: info@lgl.io 
 
Novum Securities Limited, AQSE Corporate Adviser 
 
David Coffman/ George Duxberry 
 
Tel: +44 (0)207 399 9400 
 
Forward-Looking Information 
 
This press release contains statements that constitute "forward-looking 
information" within the meaning of Canadian securities laws ("forward-looking 
statements"), which are based upon our current expectations, estimates, 
projections, assumptions, and beliefs. All information that is not clearly 
historical in nature may constitute forward-looking statements. Forward-looking 
statements are typically identified by the use of terms such phrases such as 
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", 
"predict", "project", "will", "would" and "should", and similar terms and 
phrases, including references to assumptions. 
 
Forward-looking statements, by their nature, are based on assumptions and are 
subject to known and unknown risks and uncertainties, both general and specific, 
that contribute to the possibility that the forward-looking statement will not 
occur. The forward-looking statements in this press release speak only as of the 
date hereof and reflect several material factors, expectations, and assumptions. 
Undue reliance should not be placed on any predictions or forward-looking 
statements as these may be affected by, among other things, changing external 
events and general uncertainties of the business. A discussion of the material 
risks applicable to us can be found in our current Management Discussion and 
Analysis and Annual Information Form, each of which have been or will be filed 
on SEDAR+ and can be accessed at www.sedarplus.ca. Except as required by 
applicable securities laws, forward-looking statements speak only as of the date 
on which they are made and we disclaim any intention and assume no obligation to 
publicly update or revise any forward-looking statement, whether as a result of 
new information, future events or otherwise. 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. 
 
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.sedarplus.ca. 
 
SOURCE: LOOKING GLASS LABS LTD. 
 
 
This information was brought to you by Cision http://news.cision.com 
https://news.cision.com/looking-glass-labs-ltd/r/looking-glass-labs-closes-private-placement-financing-and-debt-settlement,c3881887 
The following files are available for download: 
https://news.cision.com/looking-glass-labs-ltd/i/3881887-0-png,c3242574 3881887_0.png 
 
 
END

(END) Dow Jones Newswires

November 24, 2023 02:01 ET (07:01 GMT)