Las Vegas From Entertainment Inc.
OTC Bulletin Board : LVFHF

Las Vegas From Entertainment Inc.

January 09, 2008 07:30 ET

LVFH Enters Into Licensing Arrangement for Asian Multi-Player Software Platform with CY Foundation Group; LVFH Also Proposes Qualifying Transaction with Touchdown Capital Inc. ("TD")

- LVFH to license Asian Multi-Player Software Platform ("AMSP") to CY Foundation Group; CY Foundation licensed in the People's Republic of China to operate online games. - Hong Kong based investor group to invest CDN$9.7 million of a proposed $10 million financing in TD. - LVFH to receive 40,000,000 common shares or 26.5% in the capital of TD in return for providing a copy of its AMSP to TD.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 9, 2008) - Las Vegas From Entertainment Inc. (the "Company") or ("LVFH") (TSX VENTURE:LVH)(OTCBB:LVFHF)(BERLIN:LVH)(FRANKFURT:LVH), through its wholly-owned subsidiary, has signed a Software Licensing Agreement ("SLA") with the subsidiary of CY Foundation Group Limited ("CYF") (HKSE:1182) to provide CYF and its subsidiaries (the "CYF Group") with its software gaming platform in the People's Republic of China ("PRC"). CYF, through a controlled entity in the PRC, is licensed by the Ministry of Culture of the Government of the PRC to operate online games and tournaments across China.

President and CEO, Mr. Jake Kalpakian, states, "This is a tremendous opportunity for the Company. This relationship allows us to be a recognized supplier in arguably the world's most sought after market, all through a strong and solid organization such as CYF Group which has the licensing approvals from the government to operate tournament style games online as well as having a very impressive distribution network. To learn more about CYF Group, please visit"

The Transaction:

Phase One

In addition to entering into an SLA to provide CYF Group with software for the entire PRC in which CYF Group pays LVFH a standard licensing royalty, the Company has also entered into a Definitive Agreement to pay CYF CDN$850,000 in order for CYF Group to exclusively use LVFH Software ("Exclusivity Rights") to operate both the popular "Fight the Landlord" ("Dou Di Zhu") and "13 Card Poker" ("Shi San Zhang") online games (the "Selected LVFH Software") in the Henan Province and in the city of Beijing including its suburbs (the "Designated Territory"). CYF Group shall pay royalty payments to LVFH the greater of either 10% (ten percent) of all tournament fees collected by CYF Group less the tournament prizes paid to the players or 1% (one percent) of all tournament collection fees collected by CYF Group without any deductions for prizes paid to the players that are generated from the operations of the Selected LVFH Software and/or any other similar software CYF Group uses in the Designated Territory.

To acquire the Exclusivity Rights for its software in the Designated Territory for CDN$850,000, LVFH has arranged with Special Opportunity Limited ("SPO"), an investment holding company, to enter into a private placement with the Company to subscribe for 5,000,000 Units of the securities of LVFH at CDN$0.17 per unit with one whole warrant to buy an additional share at CDN$0.25 for a period of twelve months. The above transaction is subject to TSX Venture Exchange ("Exchange") and regulatory approvals.

Mr. Kalpakian adds, "The purchase of the Exclusivity Rights for certain games in the Designated Territory not only solidifies our long term operating position in the PRC, but also has tremendous potential when you factor in the populations of Henan Province and Beijing, approximately 93.7 million and 15.3 million respectively, according to the National Bureau of Statistics of China"

Phase Two

LVFH, CYF, SPO and TD have signed a Letter of Intent ("LOI") to effect the following transaction that would also be TD's proposed "Qualifying Transaction". TD, a capital pool company listed on the Exchange (TSX:TDW.P), is related to LVFH by certain common management and directors. The transaction will include, but not limited to, the following terms and conditions:

(a) TD will forward split its common shares on a 2 (new) for 1 (old) share basis;

(b) LVFH will sell to TD an undivided interest in the Asian Multi-player Software Platform and the Software Licensing Agreement between itself and CYF Group for a consideration of 40,000,000 post-split common shares of TD and LVFH will not sell or dividend out 20,000,000 of such shares prior to the date which is six months following the completion of the Qualifying Transaction and LVFH will not sell or dividend out the remaining 20,000,000 of such shares prior to the date which is two years following the completion of the Qualifying Transaction;

(c) SPO will purchase 97,000,000 post-split units of TD (the "TD Units") and LVFH will arrange for purchasers of an aggregate of 3,000,000 TD Units at the price of CDN$0.10 per TD Unit for aggregate gross proceeds to TD of CDN$10,000,000, each TD Unit being comprised of one post-split common share of TD and one non-transferable share purchase warrant (a "TD Warrant"), where each TD Warrant entitles the holder to purchase one additional post-split common share of TD at the price of CDN$0.1875 for a term of one year. Upon completion of the proposed transaction in Phase Two, both SPO and LVFH will separately be control block shareholders in TD;

(d) TD will pay CDN$850,000 to LVFH in consideration for its acquisition from LVFH of the Exclusivity Rights, payable as to CDN$425,000 in cash and as to CDN$425,000 in post-split common shares of TD to be issued at a deemed price equal to the five day average trading price of the post-split common shares of Touchdown immediately following the first 30 days of trading following the completion of the Qualifying Transaction less the maximum discount permitted by the Exchange; and,

(e) Upon completion of the transaction, the proposed board composition of TD will be Jake Kalpakian and Bedo Kalpakian, two nominees of SPO, and one independent director.

TD will be engaging Wellington West Capital Markets as a member firm of the Exchange to sponsor the Qualifying Transaction. Along with Wellington West, Evans and Evans will also be engaged to provide a Fairness Evaluation and Business Plan in the form that meets the requirements of the Exchange as well as assist in preparing a detailed Information Circular and Disclosure Document also in the form required by the Exchange. The entire Qualifying Transaction will be subject to Exchange, shareholders and any other applicable approvals. In the event that all the necessary approvals are not obtained by April 30, 2008, the second phase of the transaction will be terminated and will be of no further force or effect.

Mr. Kalpakian continues, "We are excited at the opportunities Phase Two of the transaction potentially offers. The funding of approximately CDN$10,000,000 into TD will allow for a strong infrastructure and marketing investment by TD in China. For CYF Group, it allows for another development office to be opened in the PRC to meet their specific development requirements for a larger variety of games much faster. For TD and LVFH shareholders, it will allow them to participate in a pure and licensed online gaming business in the PRC."

On behalf of the Board of Las Vegas From Entertainment Inc.

Jacob H. Kalpakian, President

This release does not constitute an offer for sale of securities in the United States.

Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement in this release containing words such as "believes", "plans", "expects" or "intends" and other statements that are not historical facts are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Las Vegas From Entertainment Inc.
    Jacob H. Kalpakian
    (604) 681-0204
    (604) 681-9428 (FAX)