Mr. Dorian Banks reports

LOOKING GLASS LABS CLOSES PRIVATE PLACEMENT FINANCING AND DEBT SETTLEMENT

Further to the new releases dated Nov. 10, 2023, Looking Glass Labs Ltd. has closed a non-brokered private placement offering of 10,005,000 units at a price of 10 cents per unit for gross proceeds of $1,000,500. Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional share of the company at an exercise price of 10 cents for a period of two 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-million in debt through the issuance of 10 million 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 one day from issuance in accordance with applicable securities laws.

An application will be made to the Aquis Stock Exchange 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 8 a.m. on or around Nov. 29, 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 Financial Conduct Authority'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. Under Section 10.10(1) of the exchange listing manual, the company must obtain securityholder 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 per cent 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 manual), unless it replies on the exemption under Section 10.10(2) of the exchange listing manual. The company will not seek for securityholder 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 and are reasonable in the circumstances and that it is not feasible to obtain securityholder approval or completed a rights offering to existing securityholders 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, comprising blockchain technology, metaverse development and non-fungible token product offerings, experiencing economic challenges, the company has had difficulty securing sufficient equity financing for working capital.

Under the current circumstances as summarized herein, 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.

About Looking Glass Labs Ltd.

Headquartered in Vancouver, B.C., Looking Glass Labs specializes in consumer engagement applications to leverage immersive metaverse environments, gamification and Web 3.0/blockchain monetization strategies.

We seek Safe Harbor.